Common use of Tenant’s Audit Right Clause in Contracts

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statement.

Tenant’s Audit Right. Within six (6) months after receipt of a Statement by Tenant shall have ("REVIEW PERIOD"), if Tenant disputes the right amount set forth in the 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 Tenant, may, after reasonable notice to audit the amounts shown on Landlord and at reasonable times, inspect Landlord’s Statement in accordance with this Section 5.13's records at Landlord's offices, provided that Tenant must notify Landlord is not then in default in the payment of Base Rent or Building Direct Expenses after expiration of all applicable cure periods and provided further that it wishes to commence Tenant and such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant representative shall, and each of them shall use its their commercially reasonable efforts to cause its their respective agents and employees to, maintain all information contained in Landlord’s books and 's records in strict confidence. Landlord agrees shall cooperate with Tenant in obtaining all necessary or appropriate information from the Association. Notwithstanding the foregoing, Tenant shall only have the right to retain such review Landlord's records for one (1) time during any twelve (12) month period. Tenant’s Base Year and all subsequent Calendar Years associated with 's failure to dispute the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s amounts set forth in any Statement by written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of within thirty (30) days after the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers Review Period shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review deemed to be Tenant's approval of such documentationStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant desires additional information of or from Landlord’s books and records including but not limited notifies Landlord in writing that Tenant still disputes such amounts, a certification as to invoices paid the proper amount shall be made by an independent certified public accountant selected by Landlord and reasonably approved by Tenant who is a member of a nationally or services contracts, regionally recognized accounting firm. 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. If such certification by making all pertinent records available to the accountant proves that the Building Direct Expenses set forth in the Statement were (i) overstated by less than two percent (%), then the cost of the accountant and the cost of such certification shall be paid for by Tenant, (ii) overstated by two percent (2%) or more but less than three percent (3%), then the cost of the accountant and the cost of certification shall be split evenly between Landlord and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit or (as conducted and certified iii) overstated by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit accountant and the cost of such arbitration or other dispute resolution mechanismcertification shall be paid for by Landlord. If Promptly following the agreed or confirmed audit shows an underpayment parties receipt of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmedsuch certification, the amount of parties shall make such underpaymentappropriate payments or reimbursements, andas the case may be, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenantto each other, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts as are determined to be owing pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementsuch certification.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13examine, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost copy and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s 's books and records in strict confidence. Landlord agrees to retain such records establishing Operating Expenses for Tenant’s Base any Operating Year and all subsequent Calendar Years associated with the Lease, regardless for a period of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five one (51) years year following the termination date that Tenant receives the statement of this LeaseOperating Expenses for such Operating Year from Landlord. Within fifteen Tenant shall give Landlord not less than thirty (1530) business days following Tenant’s written days' prior notice to Landlord of its desire intention to review Landlord’s examine and audit such books and records, and such examination and audit shall take place at such place within the continental United States as Landlord routinely maintains such books and records, unless Landlord elects to have such examination and audit take place in another location designated by Landlord in the city and state in which the Property is located. All costs of the examination and audit shall forward be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses for the Operating Year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three at least five percent (35%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all pay the reasonable costs of such examination and audit. If, pursuant to the audit audit, the payments made for such Operating Year by Tenant exceed Tenant's required payment on account thereof for such Operating Year, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses (andor promptly refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected payments made by Tenant for such Operating Year are less than Tenant's required payment as established by the parties confirms that the Building Operating examination and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenantaudit, Tenant shall pay the deficiency to Landlord, Landlord within thirty (30) days after conclusion of the audit is agreed examination and audit, and the obligation to or confirmed, make such payment for any period within the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord Term shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the survive expiration of the Review Period Term. If Tenant does not elect to exercise its right to examine and audit Landlord's books and records for any Operating Year within the time period provided for by this paragraph, Tenant shall be conclusively deemed have no further right to be Tenant’s approval challenge Landlord's statement of the applicable Landlord’s StatementOperating Expenses.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which annual statement shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost final and expense (without a requirement that binding upon Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of unless Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the audit reasons therefor; provided that Tenant shall in all events pay when due the amount specified in Landlord’s annual statement, pending the results of the Tenant Review and determination of the Neutral Accountant, as applicable and as each such term is agreed defined below. If, during such thirty (30)-day period, Tenant reasonably and in good faith questions or contests the correctness of Landlord’s statement of Tenant’s Pro Rata Share of Operating Expenses, Landlord shall provide Tenant with reasonable access to or confirmedLandlord’s books and records to the extent relevant to determination of Operating Expenses, and such information as Landlord reasonably determines to be responsive to Tenant’s written inquiries. In the event that, after Tenant’s review of such information, Landlord and Tenant cannot agree upon the amount of Tenant’s Pro Rata Share of Operating Expenses, then Tenant shall have the right to have an independent public accounting firm hired by Tenant on an hourly basis and not on a contingent-fee basis (at Tenant’s sole cost and expense) and approved by Landlord (which approval Landlord shall not unreasonably withhold or delay) audit and review such underpaymentof Landlord’s books and records for the year in question as directly relate to the determination of Operating Expenses for such year (the “Tenant Review”), but not books and records of entities other than Landlord. Landlord shall make such books and records available at the location where Landlord maintains them in the ordinary course of its business. Landlord need not provide copies of any books or records. Tenant shall commence the Tenant Review within fifteen (15) days after the date Landlord has given Tenant access to Landlord’s books and records for the Tenant Review. Tenant shall complete the Tenant Review and notify Landlord in writing of Tenant’s specific objections to Landlord’s calculation of Operating Expenses (including Tenant’s accounting firm’s written statement of the basis, nature and amount of each proposed adjustment) no later than sixty (60) days after Landlord has first given Tenant access to Landlord’s books and records for the Tenant Review. Landlord shall review the results of any such Tenant Review. The parties shall endeavor to agree promptly and reasonably upon Operating Expenses taking into account the results of such Tenant Review. If, as of the date this is sixty (60) days after Tenant has submitted the Tenant Review to Landlord, the parties have not agreed on the appropriate adjustments to Operating Expenses, then the parties shall engage a mutually agreeable independent third party accountant with at least ten (10) years’ experience in commercial real estate accounting (the “Neutral Accountant”). If the parties cannot agree on the Neutral Accountant, each shall within ten (10) days after such impasse appoint an accountant having the same qualifications as those required of the Neutral Accountant and, if within ten (10) days after the agreed or confirmed audit shows appointment of both such accountants, those two accountants shall select a the Neutral Accountant (which cannot be the accountant and accounting firm that conducted the Tenant Review). If either party fails to timely appoint an overpayment accountant, then the Accountant the other party appoints shall be the Neutral Accountant. Within ten (10) days after appointment of Building Operating Costs or Common Area Operating Costs by Tenantthe Neutral Accountant, Landlord and Tenant shall reimburse each simultaneously give the Neutral Accountant (with a copy to the other party) its determination of Operating Expenses, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Neutral Accountant shall select either Landlord’s or Tenant’s determination of Operating Expenses. The Neutral Accountant may not select or designate any other determination of Operating Expenses. The determination of the Neutral Accountant shall bind the parties. If the parties agree or the Neutral Accountant determines that the Operating Expenses actually paid by Tenant for the calendar year in question exceeded Tenant’s obligations for such overpaymentcalendar year, then Landlord shall, at Tenant’s option, either (a) credit the excess to the next succeeding installments of estimated Additional Rent or (b) pay the excess to Tenant within thirty (30) days after delivery of such results. If the parties agree or the Neutral Accountant determines that Tenant’s payments of Operating Expenses for such calendar year were less than Tenant’s obligation for the calendar year, then Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such results. If the parties agree or the Neutral Accountant determines that the Operating Expenses billed to Tenant by Landlord and paid by Tenant to Landlord for the applicable calendar year in question exceeded by more than ten percent (10%) what Tenant should have been billed during such calendar year, then Landlord shall pay the reasonable cost of the Tenant Review and the Neutral Accountant. In all other cases, Tenant shall pay the cost of the Tenant Review and the Neutral Accountant. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration results of the Review Period Tenant Review, all materials provided by Landlord or made available by Landlord and the determination of the Neutral Accountant shall be conclusively deemed kept strictly confidential by Tenant and its accountant and may not be disclosed to be Tenant’s approval any other tenant or occupant of the applicable Landlord’s StatementBuilding or any other third party.”

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice disputes any amounts set forth in a statement provided by Landlord to LandlordTenant hereunder regarding Operating Expenses and Real Estate Taxes, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, Tenant shall have the right, at its own cost and expense Tenant’s sole expense, to notify Landlord in writing, not later than ninety (without a requirement 90) days following receipt of such statements provided by Landlord, that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs disputes such statement(s) and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees respect to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership calendar year which is the subject of the Building and/or Park Place Projectstatement (the “Audit Notice”). If Tenant fails to give Landlord the Audit Notice on or before such ninety (90) day period, until five the statements for the applicable calendar year shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. Such audit shall be conducted on a non-contingency fee basis by an independent certified public accountant designated by Tenant, which accountant is reasonably approved by Landlord (5) years following “Qualified Person”). The audit shall take place at the termination offices of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of where its desire to review Landlord’s books and recordsrecords are located (provided that such location is in the same metropolitan area as the Premises, otherwise, Landlord shall forward make such records available electronically) at a mutually convenient time during Landlord’s regular business hours. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any period during which such assignee was not the tenant under the Lease. Tenant agrees that the results of any audit under shall be kept strictly confidential by Tenant and shall not be disclosed to any other person or entity (other than Tenant’s authorized representative a full accountants, attorneys and complete copy of the Building’s and the Park Place Project’s respective general ledgersadvisors) except as required by law. Any overpayments by Tenant shall be credited or refunded as provided herein, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers any underpayments shall be the type printed from paid to Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing . All costs and expenses of expenses with each any such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices audit shall be paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if such audit shows that the audit (as conducted and certified Operating Expenses or Real Estate Taxes so audited was overstated by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three Landlord by more than five percent (35%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for the reasonable out-of-pocket costs and expenses incurred by Tenant in such overpaymentaudit. The payment of Notwithstanding anything herein to the contrary, Tenant shall have no right to conduct an audit or to give Landlord notice that it desires to conduct an audit at any amounts pursuant to time that there is a default beyond any applicable notice, grace or cure period under this Lease Agreement. Tenant’s audit rights shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior (subject to the timing requirements set forth in this paragraph) survive the expiration or earlier termination of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementthis Lease.

Tenant’s Audit Right. Upon receipt by Tenant of the Reconciliation Statement, Tenant shall have the right ninety (90) days to audit the amounts shown on Landlord’s Statement request in accordance with this Section 5.13writing to audit, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) inspect and copy, at Tenant’s receipt cost, the books and records of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year Landlord with respect to Building Operating Costs any item of Additional Rent and Common Area Operating Costs set forth in such any other cost or item, if any, which is passed through to Tenant upon thirty (30) days advance written notice by Tenant to Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit provide such written notice within such Review Periodtime period, Tenant shall be deemed to have waived accepted the Reconciliation Statement. Any third-party conducting an audit on behalf of Tenant shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. Landlord shall cooperate with Tenant in providing Tenant reasonable access to its right to audit such books and records during Landlord’s normal business hours for this purpose. Before conducting any audit, Tenant must pay the full amount shown due in the Reconciliation Statement. Tenant shall, and shall use its commercially reasonable efforts have no right to cause its agents and employees to, maintain all information contained conduct an audit or to give Landlord notice that it desires to conduct an audit at any time Tenant is in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with default under the Lease, regardless . Tenant shall not disclose to any person any information obtained in an audit of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward except to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgersaccountants, attorneys, employees, and all escalation worksheets and their supporting documentation for each year being revieweddirectors. General ledgers shall be If the type printed from Landlord’s particular computerized accounting system which reflect: (a) parties agree to the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review results of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contractsaudit, Landlord shall cooperate with credit or refund to Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies any overcharge of such records. Tenant shall bear all costs items as discovered by the audit within thirty (30) days of completion of such audit it requests, except that if audit. If the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs results of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or moreshow an undercharge to Tenant, then Tenant shall bear pay the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, difference within thirty (30) days after the audit is agreed to or confirmed, the amount Tenant knows of such underpayment, and, if undercharge. Landlord and Tenant each retain their legal rights in the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs event the parties do not reach agreement on any disputed amounts objected to by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to within the time period allowed under this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s StatementSection 3.4.

Tenant’s Audit Right. Tenant shall have the right to cause a reputable -------------------- nationally recognized accounting firm to audit Landlord's books and records pertaining to Operating Expenses for the amounts shown on Landlord’s Statement in accordance with this Section 5.13immediately prior calendar year, provided that Tenant must notify notifies Landlord that it wishes in writing of Tenant's intention to commence exercise such audit in accordance with this Section 5.13 right within twenty-four ninety (2490) months days after the later of (i) Tenant’s receipt of the relevant annual statement described in Section 5.c., actually begins such Landlord’s Statement or audit within thirty (ii30) the termination of this Lease (the “Review Period”). If Tenant gives days after such notice from Tenant (but in no event earlier than ten (10) Business Days (as defined below) after such notice) and diligently pursues such audit to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the rightcompletion. Xxxxxxxx agrees to make available to Xxxxxx's auditors, at its own cost and expense (without a requirement that Tenant pay the Buildings or at Landlord’s costs 's office in complying with this provision)the State of California, to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidencerelevant to the audit for review and copying, but such books and records may not be removed from Xxxxxxxx's location. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice Tenant shall promptly deliver to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting report or other documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized prepared by account balances, and (b) for each expense, the date Xxxxxx's auditors upon completion of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such recordsaudit. Tenant shall bear all costs of such audit it requestsaudit, except that that, if the audit (as conducted and certified by the auditorXxxxxx's nationally recognized accounting firm) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, Expenses of three more than five percent (35%) or more), and Landlord’s independent nationally recognized certified public accountants Xxxxxxxx's auditors concur in such findings (or, in the absence of such concurrence, such overstatement is ultimately confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writingresolution), then Landlord shall bear all Tenant's costs of the audit audit, such payment to be made by Landlord within thirty (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost 30) days of Landlord's receipt of the audit and invoice (with reasonably satisfactory supporting documentation) for such arbitration or other dispute resolution mechanismcosts. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs Expenses by TenantXxxxxx, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpaymentowed to Landlord, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs Expenses by TenantXxxxxx, Landlord shall reimburse Tenant for such overpaymentoverpayment within thirty (30) days after the audit is agreed to or confirmed. The payment of any amounts pursuant to As used in this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s StatementLease, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementa "Business Day" is Monday through Friday, excluding state or federal holidays.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four Within sixty (2460) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease days (the “Review Audit Election Period”). If ) after Landlord furnishes to Tenant gives such notice to Landlordthe Operating Costs Reconciliation Statement for any calendar year, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the rightTenant may, at its own cost and expense (without a requirement that Tenant pay during Landlord’s costs in complying with this provision)normal business hours, elect to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in for such Landlord’s Statement within 120 days after calendar year only, subject to the date following conditions: (1) no Event of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of Default has occurred under this Lease. Within fifteen ; (152) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers audit shall be the type printed from Landlord’s particular computerized prepared by an independent certified public accounting system which reflect: firm of recognized national standing; (a3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord audit shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (5) the audit is agreed shall be conducted where Landlord maintains its books and records and shall not interfere with the conduct of Landlord’s business; and (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for Landlord’s benefit prior to or confirmed, commencing the amount audit. Tenant shall deliver a copy of such underpayment, and, if audit to Landlord within five (5) Business Days following the agreed or confirmed completion of such audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant. This paragraph shall not be construed to limit, suspend or xxxxx Tenant’s obligation to pay Rent when due, including estimated Operating Costs. After verification, Landlord shall reimburse credit any overpayment determined by the audit report against the next Rent due and owing by Tenant for or, if no further Rent is due, refund such overpaymentoverpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the audit report within thirty (30) days of determination. The payment foregoing obligations shall survive the expiration or earlier termination of any amounts pursuant the Lease. If Tenant does not give written notice of its election to this Lease shall not preclude Tenant from questioning audit during the correctness of any Audit Election Period, Landlord’s StatementOperating Costs for the applicable calendar year shall be deemed approved for all purposes, provided and Tenant shall have no further right to review or contest the same. If the audit proves that Landlord’s calculation of Operating Costs for the failure of Tenant to commence an calendar year under inspection was overstated by more than seven and 50/100 percent (7.5%) in the aggregate, then, after verification, Landlord shall pay Tenant’s actual reasonable out-of-pocket audit thereof prior and inspection fees applicable to the expiration review of the Review Period shall be conclusively deemed said calendar year statement (not to be exceed $3,500 per audit) within thirty (30) days after receipt of Tenant’s approval of the applicable Landlord’s Statementinvoice therefor.

Tenant’s Audit Right. At the request of Tenant shall have the right to audit the amounts shown on at any time within ninety (90) days after Landlord delivers Landlord’s Statement in accordance with this Section 5.13, provided that to Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firmat Tenant’s sole expense, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in examine Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior applicable to Landlord’s ownership of Operating Expenses and Taxes for the Building and/or Park Place Projectperiod covered by such Landlord’s Statement only, until five but provided that all books and records for the Base Expense Year and Base Tax Year shall also be provided. Such right to examine Landlord’s books and records shall be exercisable: (5i) years following upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours; (ii) only during the termination of this Lease. Within fifteen ninety (1590) business days day period following Tenant’s written notice receipt of Landlord’s Statement and shall be subject to Landlord the following terms and conditions: (i) The review may only be conducted by an independent certified public accountant retained by Tenant who is not being compensated on a contingent fee basis; and (ii) Prior to reviewing any of its desire to review Landlord’s books and records, Tenant and the independent certified public accountant who will perform the review shall have executed a confidentiality agreement in form and substance satisfactory to Landlord shall forward in its sole and unrestrained discretion. In the event such review of Landlord’s Operating Expenses and Taxes for such period discloses that certain items were improperly included in Landlord’s Operating Expenses and Taxes and resulted in an overcharge to Tenant, then Landlord shall, within sixty (60) days after receipt from the Tenant or Tenant’s authorized representative of demand therefor, together with a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date results of the expenseaudit, refund to Tenant the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for)overage. If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpaymentTenant’s actual audit costs up to a maximum of $2,000 if the overcharge to Tenant equals or exceeds ten percent (10%) of the amount actually due. The payment of any amounts pursuant Should Tenant fail to this Lease shall not preclude Tenant from questioning the correctness of object to any Landlord’s StatementStatement within the applicable Review Period, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenanthave approved such Landlord’s approval Statement and the reconciliation set forth therein, and Tenant expressly waives any further right to object to such Landlord’s Statement or any of the applicable Landlord’s Statementcharges set forth therein or to assert any claim arising therefrom. Notwithstanding anything herein to the contrary, Tenant shall pay all installments of Additional Rent as and when due.

Tenant’s Audit Right. Tenant Landlord shall have maintain at all times during the right to audit the amounts shown on Landlord’s Statement Lease term, full, complete and accurate books of account and records prepared in accordance with this Section 5.13, provided that generally accepted accounting principles with respect to Operating Expenses and Tax Expenses. If Tenant must notify Landlord that it wishes to commence review Landlord’s books and records which are the basis of a Landlord’s Statement, Tenant shall give Landlord written notice of such audit in accordance with this Section 5.13 desire within twenty-four six (246) months after the later of (i) following Tenant’s receipt of such Landlord’s Statement, provided that, if Tenant requested an Annual Statement Detail prior to the end of the fifth (5th) month following Tenant’s receipt of Landlord’s Statement or and Landlord did not deliver an Annual Statement Detail to Tenant prior to the end of the sixth (ii6th) month following the termination initial delivery of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 to Tenant, then Tenant shall have a period of thirty (30) days after the date of following Tenant’s noticereceipt of the Annual Statement Detail to notify Landlord of a desire to inspect the books and records for the subject calendar year. If Tenant does not notify give Landlord that it intends to commence an audit such notice within such Review Periodtime, Tenant shall have waived its right to audit such dispute the applicable Landlord’s Statement. Tenant shallPromptly after the receipt of such written notice from Tenant, and (I) Landlord shall use its commercially reasonable efforts deliver to cause its agents and employees toTenant, maintain all information contained or otherwise make available for Tenant’s review at Landlord’s office in San Francisco, California, Landlord’s books and records regarding Landlord’s Statement as may be reasonably required by Tenant to ascertain Landlord’s compliance with this Paragraph 7 and (II) Landlord and Tenant shall endeavor in strict confidencegood faith to resolve any clarification requested, or dispute raised, by Tenant. If such efforts do not succeed, Tenant shall have the right to cause a nationally recognized independent certified public accounting firm designated by Tenant and acceptable to Landlord in Landlord’s reasonable discretion, to be paid on an hourly and not a contingent fee basis, to audit Landlord’s Statement, provided that Tenant (i) notifies Landlord in writing of Tenant’s intention to exercise such audit right within two (2) months following the date upon which Landlord delivers or makes available to Tenant the information described in clause (I) above, (ii) actually begins such audit within two (2) months following the notice from Tenant to Landlord advising Landlord that Tenant will require an audit (provided that such 2-month period within which the audit must be commenced shall be extended by the length of any delay in the commencement of the audit that is caused by Landlord) and (iii) diligently pursues such audit to completion as quickly as reasonably possible. Landlord agrees to retain such records for make available to Tenant’s Base Year and all subsequent Calendar Years associated with the Leaseauditors, regardless of whether or not such periods were prior to at Landlord’s ownership of office in San Francisco, the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and recordsrecords relevant to the audit for review and copying, Landlord shall forward to Tenant or Tenant’s authorized representative a full but such books and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall records may not be the type printed removed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such recordsoffices. Tenant shall bear all of Tenant’s costs of such audit it requestsaudit, plus Landlord’s actual copying costs, except that that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Tenant’s Share of Operating Costs and Common Area Operating Costs, on a combined basis, Expenses or Tax Expenses payable by Tenant pursuant to the terms of three this Lease of five percent (35%) or more, and Landlord’s independent nationally recognized certified public accountants auditors concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, court of competent jurisdiction or by such other dispute resolution mechanism as to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanismaudit. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs Expenses by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpaymentowed to Landlord, and, if the agreed or confirmed audit shows an overpayment of Building Tenant’s Share of Operating Costs Expenses or Common Area Operating Costs Tax Expenses payable by TenantTenant pursuant to the terms of this Lease, Landlord shall reimburse Tenant for such overpaymentoverpayment within thirty (30) days after the audit is agreed to or confirmed. The payment Further, if the agreed or confirmed audit shows an aggregate overstatement of Tenant’s Share of Operating Expenses or Tax Expenses of five percent (5%) or more for the subject year, then, notwithstanding anything to the contrary in this Paragraph 7.h., Tenant may also audit the two (2) calendar years immediately prior to the calendar year that was the subject of the audit. Upon written request by Tenant to Landlord at any amounts pursuant time following the last day of the Base Year and after which Landlord has completed Landlord’s calculation of Base Operating Expenses and Base Taxes (and Landlord shall use reasonable efforts to this Lease complete such calculation within one hundred fifty (150) days following the last day of the Base Year), Landlord shall not preclude deliver to Tenant from questioning for Tenant’s review a Landlord’s Statement (but in the correctness level of any detail of an Annual Statement Detail) setting forth Landlord’s calculation of Base Operating Expenses and Base Taxes, and, upon receipt of such Landlord’s Statement, provided Tenant shall have the right to review Landlord’s books and records and, if necessary, audit Landlord’s books and records, with respect to the calculation of Base Operating Expenses and Base Taxes, with such review and/or audit to be in accordance with the provisions above in this Paragraph 7.h. as they apply to Tenant’s review and audit of Landlord’s Statement for a particular calendar year and, once the review and/or audit process has been completed (in accordance with the applicable provisions above regarding the final agreement upon, or confirmation of, the results) for Landlord’s Statement for the Base Year, Tenant shall not be permitted to re-evaluate the Base Operating Expenses or the Base Taxes at a later date unless additional information pertinent to the gross-up has been obtained and requires an adjustment to Landlord’s Statement for the Base Operating Expenses and/or there is an adjustment to Base Taxes by the taxing authority. Notwithstanding anything to the contrary set forth above, Tenant’s audit rights under this Paragraph 7.h. shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Paragraph 7 within the time stipulated in Paragraph 7.e. for payment (including, without limitation, the contested amounts) (provided, however, that if Tenant notifies Landlord of Tenant’s intent to exercise the failure rights set forth in this Paragraph 7.h., if any amount is then due and unpaid by Tenant which would preclude Tenant’s exercise of the right set forth herein, Landlord shall provide Tenant with notice of such amounts and Tenant shall have ten (10) days in which to pay such outstanding amounts and reinstate Tenant’s right pursuant to the provisions of this Paragraph 7.h. and, upon such payment, the two (2) month period within which Tenant must commence an the audit thereof (if at all) shall commence) and (ii) Tenant executing, prior to the expiration commencement of the Review Period audit, a commercially reasonable confidentiality agreement in form and substance reasonably satisfactory to Landlord in which Tenant shall be conclusively deemed agree to be keep confidential, and not disclose to any other party (excluding Tenant’s approval auditors, partners, lenders or legal counsel as may be required in the normal course of Tenant’s business or in enforcing the applicable Landlord’s Statementterms of this Lease), the results of any such audit or any action taken by Landlord in response thereto.

Tenant’s Audit Right. If Tenant disputes the amount of Additional Rent stated in the Landlord’s Statement, Tenant, within six (6) months of receipt of Landlord’s Statement, may itself, through its own employees, or through a nationally recognized property management firm designated by Tenant and reasonably acceptable to Landlord (the “Approved Inspection Firm”), inspect Landlord’s books and records directly related to Operating Expenses and Property Taxes for the applicable calendar year only and, only in connection with the first such inspection during the Lease Term or in connection with comparing the Operating Expenses and Taxes for the applicable Base Year to a subsequent year, the Operating Expenses and Taxes for the applicable Base Year; provided, however, that Tenant is not entitled to request that inspection if Tenant is then in monetary default under this Lease (as to which notice has been previously given) or if Tenant has not paid all amounts required to be paid under the applicable Landlord Statement. As a condition to any such inspection, Tenant and, if applicable the Approved Inspection Firm, shall execute a confidentiality agreement, in form and substance reasonably acceptable to Tenant, agreeing to keep the results of any such inspection and the results thereof, confidential. Tenant may disclose the information obtained from such audit and examination to Tenant’s accountants, attorneys and others reasonably required by Tenant to perform, analyze and/or enforce such audit and examination and this Lease. Landlord shall provide Tenant’s designated representative, or the Approved Inspection Firm, access to Landlord’s books and records directly related to Operating Expenses and Property Taxes during Landlord’s regular business hours and upon reasonable prior notice at the Building management office in San Francisco. Tenant’s Approved Inspection Firm must not be retained on a contingency fee basis. Tenant shall have the right to copy and duplicate such information as Tenant may require. If Landlord disputes the results of an audit done by Tenant, Landlord shall send Tenant a notice thereof within ten (10) days after receipt of the amounts shown on results of such audit. To the extent Landlord disputes a portion of the results of such audit, Landlord shall credit the undisputed portion of the overcharge against the next monthly rent payments of Tenant or if the Term has expired or otherwise has been terminated, shall refund the undisputed portion of the overcharges to the Tenant. Following receipt of Landlord’s Statement in accordance with this Section 5.13notice, either party may submit the dispute for arbitration, provided that Tenant must notify shall continue to pay to Landlord that it wishes all rent, including any adjustments pursuant to commence such audit in accordance with this Section 5.13 within twenty-four (24) months Article, until a final decision is rendered pursuant to arbitration. If after the later of (i) Tenant’s receipt or its Approved Inspection Firm’s inspection, Tenant still disputes the Landlord’s Statement, Landlord and Tenant shall for a period of thirty (30) days seek to agree on the amount subject to dispute, and if no agreement is reached, then, either party may submit such dispute to binding arbitration by notice to the other party (“Arbitration Notice”). The failure of Tenant to provide an Arbitration Notice within sixty (60) days of Tenant’s delivery of the Tenant’s Approved Inspection Firm’s report to Landlord shall constitute a waiver by Tenant of its right to arbitrate hereunder, and except for such adjustments as have been agreed to by Landlord, Landlord’s Statement shall be conclusive and binding to Tenant. Within thirty (30) days of the Arbitration Notice, Landlord and Tenant shall jointly select an arbitrator, who shall be unaffiliated in any manner with either Landlord or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which and shall be a non-contingency fee certified public accountant or auditing firm, that shall have been active over the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following year period ending on the termination date of this Leasesuch appointment in the analysis of operating expenses in commercial office buildings in San Francisco. Within fifteen Neither Landlord nor Tenant shall consult with such arbitrator as to his or her opinion as to the disputed matters prior to the appointment. The determination of the arbitrator shall be limited solely to issues raised by Tenant’s Approved Inspection Firm’s report or by Landlord’s response to Tenant’s Approved Inspection Firm’s report . Such arbitrator may hold hearings and require such briefs as the arbitrator, in his or her sole discretion, determines is necessary. In addition, Landlord or Tenant may submit to the arbitrator with a copy to the other party within five (155) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy after the appointment of the Building’s arbitrator any data and additional information that such party deems relevant to the determination by the arbitrator and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: other party may submit a reply in writing within five (a5) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, business days after review receipt of such documentation, Tenant desires data and additional information of information. The arbitrator shall conduct such evidentiary hearings as the arbitrator deems necessary or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspectionappropriate. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single The arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlordshall, within thirty (30) days after of his or her appointment, reach a decision as to the audit is agreed disputed matters in Tenant’s Approved Inspection Firm’s report, and shall notify Landlord and Tenant of such determination. The decision of the arbitrator shall be binding upon Landlord and Tenant. If Landlord and Tenant fail to agree upon and appoint such arbitrator, then the appointment of the arbitrator shall be made by JAMS. If Landlord and Tenant fail to agree upon other matters relating to the arbitration, then the rules of JAMS shall govern such arbitration. The cost of arbitration shall be paid by the substantially unsuccessful party, as determined by the arbitrator. The arbitration proceeding and all evidence given or confirmeddiscovered pursuant thereto shall be maintained in confidence by all parties. Judgment upon the award rendered by the arbitrator may be entered by either party into any court having jurisdiction, or application may be made to such court for a judicial recognition of the award or an order of enforcement thereof, as the case may be. If such arbitration reveals that Tenant has made an overpayment, Landlord shall credit the amount of the overpayment the next monthly rent payment of Tenant, or if the Term has expired or otherwise been terminated, refund such underpaymentoverpayment to Tenant. If the certification shows that the amount payable by Tenant attributable to Tenant’s Share of actual Property Taxes and Operating Expenses was less than reported in Landlord’s Statement, Tenant shall be credited against the next installment of Rent in the amount of any overpayment by Tenant, and, if the agreed amount reported in Landlord’s Statement exceeded the amount determined by the certification as payable by Tenant attributable to Tenant’s Share of Property Taxes and Operating Expenses for the period subject to the certification by more than the greater of $7,500 or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenantfour percent (4%), Landlord shall reimburse Tenant for its actual and reasonable audit expenses incurred in aUditing such statement, and a reimbursement of attorneys’ fees incurred in determining and recovering the overpayment in addition to the credit, or when appropriate, a refund of the overpayment. The payment Likewise, if the certification shows that the amount payable by Tenant attributable to Tenant’s Share of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any actual Property Taxes and Operating Expenses was greater than reported in Landlord’s Statement, provided that Tenant shall pay Landlord the amount of any underpayment within thirty (30) days . If Tenant fails to timely exercise its audit rights in accordance with this Section 4(h), the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be constitute Tenant’s approval of the applicable Landlord’s StatementStatement for the calendar year in question. In no event shall this Section 4(h) be deemed to allow any review of any of Landlord’s books and records by any subtenant of Tenant. The provisions of this Section 4(h) are intended as the sole and exclusive remedy of Tenant for the resolution of disputes relating to Additional Rent stated in any Landlord’s Statement and shall survive the termination or expiration of this Lease for such period as hereinabove provided for Tenant to exercise such right during the year prior to such termination or expiration of the Lease Term. Landlord’s failure to submit a Landlord’s Statement to Tenant within one (1) year after the expiration of any calendar year shall be deemed a conclusive waiver of Landlord’s right to any Additional Rent relating to such Landlord’s Statement for such year (except for Additional Rent due in connection with Property Taxes, to the extent that the associated delay was attributable to with a failure by the taxing authority to provide the assessment required to invoice Tenant for Additional Rent within such period of time). Landlord’s failure to submit a Landlord’s Statement shall not deprive Tenant of its right to recover from Landlord if Tenant’s estimated payments exceed the amounts actually due from Tenant for Operating Expenses or Property Taxes. Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be cause a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right reputable nationally recognized accounting firm to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records pertaining to Operating Expenses for the immediately prior calendar year, provided that Tenant notifies Landlord in strict confidencewriting of Tenant’s intention to exercise such audit right within ninety (90) days after receipt of the relevant annual statement described in Section 5.c., actually begins such audit within thirty (30) days after such notice form Tenant (but in no event earlier than ten (10) Business Days (as defined below) after such notice) and diligently pursues such audit to completion. Landlord agrees to retain such records for make available to Tenant’s Base Year and all subsequent Calendar Years associated with auditors, at the Lease, regardless of whether Buildings or not such periods were prior to at Landlord’s ownership office in the State of California, the Building and/or Park Place Projectbooks and records relevant to the audit for review and copying, until five (5) years following the termination of this Leasebut such books and records may not be removed from Landlord’s location. Within fifteen (15) business days following Tenant’s written notice Tenant shall promptly deliver to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Buildingreport or other documentation prepared by Tenant’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date auditors upon completion of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such recordsaudit. Tenant shall bear all costs of such audit it requestsaudit, except that that, if the audit (as conducted and certified by the auditorTenant’s nationally recognized accounting firm) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, Expenses of three more than five percent (35%) or more), and Landlord’s independent nationally recognized certified public accountants auditors concur in such findings (or, in the absence of such concurrence, such overstatement is ultimately confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writingresolution), then Landlord shall bear all Tenant’s costs of the audit audit, such payment to be made by Landlord within thirty (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost 30) days of Landlord’s receipt of the audit and invoice (with reasonably satisfactory supporting documentation) for such arbitration or other dispute resolution mechanismcosts. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs Expenses by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpaymentowed to Landlord, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs Expenses by Tenant, Landlord shall reimburse Tenant for such overpaymentoverpayment within thirty (30) days after the audit is agreed to or confirmed. The payment of any amounts pursuant to As sued in this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s StatementLease, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementa “Business Day” is Monday through Friday, excluding state or federal holidays.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13may designate, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months 90 days after the later delivery of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlordany statement, then Tenant, or its authorized an agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records for the applicable calendar year only (which agent may, at Tenant’s discretion, work on a contingency fee basis); provided, that Tenant is not entitled to request any inspection if an Event of Default has occurred and is continuing, and any such inspection shall be limited only to those books and records that are necessary in strict confidenceorder for Tenant to resolve such dispute. Landlord agrees to retain such records for shall provide Tenant’s Base Year agent access to such books and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to records during Landlord’s ownership regular business hours and upon reasonable prior notice. Tenant shall notify Landlord of the Building and/or Park Place Projectresults of such inspection, until five (5) years following including its determination of the termination amount of this Leaseany overpayment or underpayment, within 30 days after such inspection is completed. Within fifteen (15) business If Landlord disputes such results, it shall give notice to Tenant of such dispute within 10 days following after receipt of Tenant’s written notice to Landlord of its desire to review notice, whereupon Tenant’s representatives will promptly meet with Landlord’s books representatives in an effort to resolve such dispute. If such representatives are unable to resolve such dispute within 15 days after Landlord gives such notice, then they shall designate a nationally or regionally recognized accounting firm that is unaffiliated with either party to finally resolve such dispute. Such accounting firm shall render its decision within 20 days and records, Landlord such decision shall forward to be final and binding upon the parties. Each party shall pay the fees of their own representatives. The amount of any overpayment or underpayment shall be paid by Tenant or Landlord (or credited against Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and creditsfuture Rent payments), and as applicable, within 30 days after the transaction description (reflecting an explanation final determination. Tenant shall keep any information gained from the inspection of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but confidential and shall not limited disclose it to invoices paid any other party, except as may be required by Landlord or services contractslaw. If requested by Landlord, Landlord Tenant shall cooperate with Tenant by require its employees and any accountant inspecting Landlord’s books and records to sign a confidentiality agreement as a condition of Landlord’s making all pertinent its books and records available to Tenantthem. If Tenant fails to timely exercise its audit rights in accordance with this Section, and the failure shall be conclusively deemed to constitute Tenant’s employees approval of any statement for the calendar year in question. In no event shall this Section be deemed to allow any review of any of Landlord’s books and agents for inspectionrecords by any subtenant of Tenant. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of In the event such audit it requestsdiscloses (i) errors made during the prior calendar year which, except when totaled, establish that if the audit (as conducted sum overcharged to and certified paid by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of Tenant exceeds three percent (3%) or moreof the actual (as distinguished from estimated) amount of Tenant’s Proportionate Share of Taxes and Operating Expenses, and Landlord’s independent nationally recognized certified public accountants concur in such findings the audit (or, in i.e. the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit final accounting firm) shall be at the expense of Landlord, or (and, if applicableii) no errors or an error which equals or is less than three percent (3%), the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be at the expense of Tenant’s approval of the applicable Landlord’s Statement.

Tenant’s Audit Right. The Annual Expense Statements furnished by Landlord to Tenant as provided in Section 4.4.2(c) shall be binding on Tenant as to the determination of Expenses for the Base Expense Year and/or any subsequent Fiscal Year; provided, however, Tenant may, within one (1) year after receipt of Landlord’s first statement setting forth Expenses for the Base Expense Year and/or any Annual Expense Statement for any comparison Fiscal Year, by written notice delivered to Landlord, time being of the essence, question the correctness of such Annual Expense Statement or statement of the Expenses for the Base Expense Year (provided that such challenge to the Expenses for the Base Expense Year shall have been made within the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four one (241) months after the later of (i) year period following Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (first statement setting forth Expenses for the “Review Period”Base Expense Year). If Landlord shall permit Tenant gives such notice to Landlord, then or Tenant, or its authorized agent which shall be a non-contingency fee ’s independent certified public accountant or auditing firmaccountants, who shall have the right, at its own cost and expense not work on a contingency basis (without a requirement that Tenant pay Landlord’s costs in complying with this provision“CPA”), to inspect and/or audit Landlord’s detailed have access to the books and records each utilized to compute Expenses, during normal business hours upon reasonable notice for a period of one (1) year with respect after receipt of such Annual Expense Statement in question, and during no other time, and Landlord shall maintain books and records necessary for computation of Expenses. Pending determination of any such dispute, and as a condition to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in review Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated accordance with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by TenantSection, Tenant shall pay Additional Rent in accordance with the Annual Expense Statement that Tenant is disputing, without prejudice to Landlord, Tenant’s position. Tenant shall notify Landlord in reasonable detail and with reasonable specificity of any claim by Tenant of overpayment of Expenses within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period aforesaid one (1) year review period, or Tenant shall be conclusively deemed to be Tenant’s approval have waived any claims not asserted within said thirty (30) day period. No copying of the applicable any of Landlord’s Statementbooks and records shall be allowed. Tenant agrees that Tenant shall not disclose the contents of such books and records to any other party unless (i) Tenant is compelled to disclose the information pursuant to court order or applicable law; (ii) such disclosure is in connection with any proceeding enforcing any remedies of Tenant as to the computation of Expenses or (iii) such disclosure is to any officer, employee, or CPA of Tenant. Landlord may require any CPA employed by Tenant to execute a confidentiality agreement in form reasonably satisfactory to Landlord prior to reviewing any books and records of Landlord. Tenant hereby waives any rights Tenant may have to review any books and records of Landlord (including, without limitation, any rights by law) except as expressly set forth in this Section 4.4.2 and with respect to discovery under the New York Civil Practice Law and Rules. Landlord shall maintain its records for a period of at least three (3) years.

Tenant’s Audit Right. The last four sentences of the first paragraph of Section 5.2.4 of the Lease are hereby deleted in their entirety and the following is added to the end of such paragraph: ​ “Landlord shall use reasonable efforts to deliver to Tenant Landlord’s annual reconciliation statement of all Real Estate Taxes and Consolidated Operating Expenses for the preceding calendar year (collectively, “Expenses”) within one hundred twenty (120) days after the end of each year (but in no event later than three hundred sixty-five (365) days after the end of each year), which statement shall include reasonable supporting explanation and documentation. Within ninety (90) days after receipt of Landlord’s annual reconciliation statement (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant (including, without limitation, Tenant’s Auditors (as defined below)) intends to review Landlord’s records of the Expenses for the year to which the statement applies (the “Request for Information”). Within a reasonable time after Landlord’s receipt of a timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord, as determined by Landlord, shall forward to Tenant (and Tenant’s Auditors), or make available for inspection on site at such location deemed reasonably appropriate by Landlord (which shall be within the Boston area), such records (or copies thereof) for the applicable year that are reasonably necessary for Tenant (including, Tenant’s Auditors) to conduct its audit of the information set forth ​ in the annual reconciliation statement. Within ninety (90) days after all applicable records are made available to Tenant (such period is referred to as the “Objection Period”), Tenant shall have the right to audit the amounts shown on give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s Statement in accordance with this Section 5.13, provided statement of Expenses for that Tenant must notify Landlord year which relates to the records that it wishes have been made available to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be provides Landlord with a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s timely Objection Notice and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation parties agree that Expenses for each the calendar year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing)are less than reported, then Landlord shall bear all costs provide Tenant with a credit against the next installment of Rent in the amount of the audit (and, if applicable, the arbitration overpayment by Tenant or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and refund such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, amount within thirty (30) days after if the audit is agreed to or confirmedTerm has then ended. If the parties agree that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In the event of a good faith disagreement with respect to whether Expenses for a calendar year are less than or more than that reported, Landlord and Tenant shall appoint a mutually acceptable independent auditor (the “Independent Auditor”) to resolve such underpaymentdisagreement, andand the findings of the Independent Auditor shall be binding and conclusive on the parties and the fees of such independent auditor shall be shared equally by Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Independent Auditor, then the Independent Auditor shall be one of the "Big 4" accounting firms selected by Tenant which is not paid on a contingency basis. If Tenant retains an agent to review Landlord’s records, the agent must be with a certified public accounting firm licensed to do business in the state or commonwealth where the Building is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, provided that if the agreed or confirmed any such audit shows reveals an overpayment overstatement of Building Operating Costs or Common Area Operating Costs by TenantExpenses in excess of five percent (5%), then Landlord shall reimburse Tenant on demand for all of the costs of such overpaymentaudit, and in addition, notwithstanding the above, Landlord shall be responsible for all costs of the Independent Auditor. Tenant shall not directly or indirectly engage such agent or any other party in connection with such review whose compensation or fees are charged in whole or in part on a contingency basis. The payment records and related information obtained by Tenant shall be treated as confidential (except as required by law or to the extent required to be disclosed to enforce Tenant’s rights hereunder) by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any amounts pursuant records available to this Lease Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a commercially reasonably confidentiality agreement in a form reasonably provided by Landlord (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall not preclude Tenant from questioning the correctness of any be permitted to examine Landlord’s Statement, provided that the failure records or to dispute any statement of Expenses unless Tenant has paid and continues to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementpay all Rent when due.”

Tenant’s Audit Right. Within six (6) months after receipt of a Statement by Tenant shall have ("REVIEW PERIOD"), if Tenant disputes the right amount set forth in the 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 Tenant, may, after reasonable notice to audit the amounts shown on Landlord and at reasonable times, inspect Landlord’s Statement in accordance with this Section 5.13's records at Landlord's offices, provided that Tenant must notify Landlord is not then in default in the payment of Base Rent or Building Direct Expenses after expiration of all applicable cure periods and provided further that it wishes to commence Tenant and such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant representative shall, and each of them shall use its their commercially reasonable efforts to cause its their respective agents and employees to, maintain all information contained in Landlord’s books and 's records in strict confidence. Landlord agrees shall cooperate with Tenant in obtaining all necessary or appropriate information from the Association. Notwithstanding the foregoing, Tenant shall only have the right to retain such review Landlord's records for one (1) time during any twelve (12) month period. Tenant’s Base Year and all subsequent Calendar Years associated with 's failure to dispute the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s amounts set forth in any Statement by written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of within thirty (30) days after the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers Review Period shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review deemed to be Tenant's approval of such documentationStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant desires additional information of or from Landlord’s books and records including but not limited notifies Landlord in writing that Tenant still disputes such amounts, a certification as to invoices paid the proper amount shall be made by an independent certified public accountant selected by Landlord and reasonably approved by Tenant who is a member of a nationally or services contracts, regionally recognized accounting firm. 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. If such certification by making all pertinent records available to the accountant proves that the Building Direct Expenses set forth in the Statement were (i) overstated by less than two percent (%), then the cost of the accountant and the cost of such certification shall be paid for by Tenant, (ii) overstated by two percent (2%) or more but less than three percent (3%), then the cost of the accountant and the cost of certification shall be split evenly between Landlord and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit or (as conducted and certified iii) overstated by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit accountant and the cost of such arbitration or other dispute resolution mechanismcertification shall be paid for by Landlord. If Promptly following the agreed or confirmed audit shows an underpayment parties receipt of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmedsuch certification, the amount of parties shall make such underpaymentappropriate payments or reimbursements, andas the case may be, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenantto each other, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts as are determined to be owing pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementsuch certification.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four Within sixty (2460) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease days (the “Review Audit Election Period”). If ) after Landlord furnishes to Tenant gives such notice to Landlordthe Operating Costs Reconciliation Statement for any calendar year, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the rightTenant may, at its own cost and expense (without a requirement that Tenant pay during Landlord’s costs in complying with this provision)normal business hours, elect to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in for such Landlord’s Statement within 120 days after calendar year only, subject to the date following conditions: (1) no Event of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of Default has occurred under this Lease. Within fifteen ; (152) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers audit shall be the type printed from Landlord’s particular computerized prepared by an independent certified public accounting system which reflect: firm of recognized national standing; (a3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord audit shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (5) the audit is agreed shall be conducted where Landlord maintains its books and records and shall not interfere with the conduct of Landlord’s business; and (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for Xxxxxxxx’s benefit prior to or confirmed, commencing the amount audit. Tenant shall deliver a copy of such underpayment, and, if audit to Landlord within five (5) Business Days following the agreed or confirmed completion of such audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant. This paragraph shall not be construed to limit, suspend or xxxxx Xxxxxx’s obligation to pay Rent when due, including estimated Operating Costs. After verification, Landlord shall reimburse credit any overpayment determined by the audit report against the next Rent due and owing by Tenant for or, if no further Rent is due, refund such overpaymentoverpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the audit report within thirty (30) days of determination. The payment foregoing obligations shall survive the expiration or earlier termination of any amounts pursuant the Lease. If Tenant does not give written notice of its election to this Lease shall not preclude Tenant from questioning audit during the correctness of any Audit Election Period, Landlord’s StatementOperating Costs for the applicable calendar year shall be deemed approved for all purposes, provided and Tenant shall have no further right to review or contest the same. If the audit proves that Xxxxxxxx’s calculation of Operating Costs for the failure of Tenant to commence an calendar year under inspection was overstated by more than seven and 50/100 percent (7.5%) in the aggregate, then, after verification, Landlord shall pay Tenant’s actual reasonable out-of-pocket audit thereof prior and inspection fees applicable to the expiration review of the Review Period shall be conclusively deemed said calendar year statement (not to be exceed $3,500 per audit) within thirty (30) days after receipt of Tenant’s approval of the applicable Landlord’s Statementinvoice therefor.

Tenant’s Audit Right. If Tenant shall have the right to audit the amounts shown on disputes Landlord’s Statement in accordance with this Section 5.13determination of the actual amount of Operating Costs, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Taxes, Tenant’s receipt Share of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Excess Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy Share of the Building’s and the Park Place Project’s respective general ledgersExcess Taxes for any calendar year, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: provided that (a) the full year’s listing no Event of expenses with each such expense listed Default exists under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balancesthis Lease, and (b) for each Tenant delivers to Landlord written notice of the dispute within one hundred eighty (180) days after Landlord’s delivery of the statement of such amount, then Tenant (but not any subtenant or assignee) may, at its sole cost and expense, upon prior written notice and during the date of Business Hours specified in the expense, Basic Terms (“Business Hours”) at a time and place reasonably acceptable to Landlord (which may be the payee/vendor, location where Landlord or Landlord’s Managing Agent identified in the amount Basic Terms (including debits and credits“Managing Agent”) Landlord’s General Manager identified in the Basic Terms (“General Manager”) maintains the applicable records), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from cause a certified public accountant reasonably acceptable to Landlord to audit Landlord’s books and records including but not limited relating to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and the disputed amounts on a non-contingent basis. Tenant’s employees and agents for inspection. Tenant, and Tenantobjection to Landlord’s employees and agents shall be entitled to make and retain photostatic copies determination of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Excess Operating Costs, on Excess Taxes, Tenant’s Share of Excess Operating Costs or Tenant’s Share of Excess Taxes is deemed withdrawn unless Tenant completes and delivers the audit to Landlord within one hundred eighty (180) days after the date Tenant delivers its dispute notice to Landlord under this Section 5.7. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Excess Operating Costs and/or Tenant’s Share of Excess Taxes was greater than the amount this Article 5 obligates Tenant to pay, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant within ten (10) days after Landlord receives a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs copy of the audit (andreport or, if at Landlord’s option, Landlord will credit the excess amount against Tenant’s obligation to pay installments of Tenant’s Share of Excess Operating Costs and/or Tenant’s Share of Excess Taxes, as applicable, the arbitration or other dispute resolution mechanism)next accruing under this Lease. If the arbitration or other dispute resolution mechanism selected by the parties confirms audit shows that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then amount Landlord charged Tenant shall bear the cost for Tenant’s Share of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Excess Operating Costs or Common Area Operating Costs by and/or Tenant’s Share of Excess Taxes was less than the amount this Article 5 obligates Tenant to pay, Tenant shall will pay to Landlord, within thirty (30) days after the audit is agreed to or confirmedas Additional Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of such underpaymentany audit under this Section 5.7, and, if Tenant will continue to pay to Landlord the agreed or confirmed audit shows an overpayment estimated amounts of Building Tenant’s Share of Excess Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be and Tenant’s approval Share of Excess Taxes in accordance with Sections 5.4 and 5.5. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the applicable Landlordlimited purpose this Section 5.7 describes and for Tenant’s Statementown account.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided (a) Provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later an Event of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of Default is not then occurring under this Lease (nor is any event occurring which, with the “Review Period”). If Tenant gives such notice to Landlord, then Tenantpassage of time or the giving of notice, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firmboth, would constitute an Event of Default hereunder), Tenant shall have the right, at its own cost and expense within ninety (without a requirement that Tenant pay Landlord’s costs in complying with this provision)90) days after the delivery of the relevant Reconciliation Statement, to inspect and/or review and audit Landlord’s detailed books and records each year regarding such Reconciliation Statement for the sole purpose of determining the accuracy thereof. Such review or audit shall be performed by or a nationally-recognized certified public accounting firm who shall calculate its fees with respect to Building Operating Costs hours actually worked (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement) and Common Area Operating Costs set forth without any discount on time or rate. Such review or audit shall take place during normal business hours in such the office of Landlord or Landlord’s Statement property manager in the San Francisco Bay Area and shall be completed within 120 fourteen (14) days after the date of Tenant’s noticecommencement thereof. If Tenant does not notify Landlord that it intends to commence an so review or audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or TenantLandlord’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers Reconciliation Statement shall be final and binding upon Tenant. In the type printed from Landlord’s particular computerized accounting system which reflect: (a) event that Tenant determines on the full year’s listing basis of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices that the amount of Building Operating Cost paid by Tenant for the period covered by such Reconciliation Statement is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or services contractsor, if Landlord concurs with the results of such audit in its reasonable discretion, Landlord shall cooperate with Tenant by making all pertinent records available promptly refund any excess payment to Tenant, and as the case may be. If Landlord fails to concur with the results of Tenant’s employees audit, then within ten (10) business days after Landlord notifies Tenant of Landlord’s disagreement with the audit results, Landlord and agents Tenant shall meet and shall attempt in good faith to resolve such disagreement. Each party shall make its accounting personnel available during such meeting and, to the extent available, shall bring appropriate backup documentation to such meeting to support its position. If, following such meeting, the parties still fail to agree on the calculation of Building Operating Cost payable by Tenant for inspection. Tenantthe applicable period, and Tenant’s employees and agents then such dispute shall be entitled to make and retain photostatic copies of such recordsresolved by arbitration in accordance with Section 3.09(b) below. Tenant shall bear all be solely responsible for the costs and expenses of such audit it requeststhe audit, except that if such audit determines that the audit (as conducted and certified actual amount of Project Operating Cost paid by Tenant during any calendar year exceeds the auditor) shows amount properly payable by Tenant hereunder during such period by an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three amount greater than six percent (36%) or more, and Landlord’s independent nationally recognized certified public accountants concur in of the actual Project Operating Cost properly chargeable to Tenant during such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing)period, then Landlord shall bear all costs reimburse Tenant (in the form of a credit against the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, andGross Rent next coming due hereunder or, if the agreed Term has previously expired, in the form of a direct payment) for the reasonable costs of such audit. For purposes of determining whether the actual amount of Project Operating Cost paid by Tenant during a calendar year exceeds the amount properly payable by Tenant hereunder by more than six percent (6%), the parties shall take into account amounts improperly included by Landlord in the calculation of Project Operating Cost, but shall exclude any amount attributable to a disagreement over or confirmed audit shows an overpayment improper determination of Building Operating Costs or Common Area Operating Costs an amortization period established by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease Section 3.05(a)(xi) above. By way of example only, the parties shall not preclude take into account an amount charged to Tenant from questioning but specifically excluded under the correctness list of exclusions contained in Section 3.05(c) above, but shall disregard any excess amount included improperly but in good faith within Project Operating Cost attributable to Landlord’s Statement, provided that the failure utilization of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementincorrect amortization period for capital expenses.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four Within ninety (2490) months days after the later of (i) Tenant’s receipt of such Landlord’s a Statement or by Tenant (ii) the termination of this Lease (the “Review Period”). If , if Tenant gives such notice to Landlorddisputes the amount set forth in the Statement, then Tenant, ’s employees or its authorized agent which shall be a non-contingency fee an independent certified public accountant (which accountant is a member of a nationally or auditing firmregionally recognized accounting firm and is not retained on a contingency fee basis), shall have the rightdesignated by Tenant, may, after reasonable notice to Landlord and at its own cost and expense (without a requirement reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant pay Landlord’s costs is not then in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs default after expiration of all applicable cure periods and Common Area Operating Costs set forth in provided further that Tenant and such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant accountant or representative shall, and each of them shall use its their commercially reasonable efforts to cause its their respective agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with Notwithstanding the Leaseforegoing, regardless of whether or not such periods were prior to Landlord’s ownership of Tenant shall only have the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire right to review Landlord’s books and records, Landlord shall forward to Tenant or records one (1) time during any twelve (12) month period. Tenant’s authorized representative a full and complete copy of failure to dispute the Building’s and amounts set forth in any Statement within the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers Review Period shall be the type printed from Landlorddeemed to be Tenant’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review approval of such documentation, Tenant desires additional information of or from Landlord’s books Statement and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenantthereafter, and Tenant’s employees and agents shall be entitled waives the right or ability to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if dispute the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur amounts set forth in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism)Statement. If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costsafter such inspection, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, but within thirty (30) days after the audit 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 agreed a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to or confirmedshow 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 Expenses set forth in the Statement were overstated by more than ten percent (10%), then the cost of the accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the amount of parties shall make such underpaymentappropriate payments or reimbursements, andas the case may be, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenantto each other, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts as are determined to be owing pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementsuch certification.

Tenant’s Audit Right. Provided Tenant is not in default beyond any applicable notice and cure periods provided herein, Tenant shall have the right to audit the amounts shown current year’s expense statement issued by or on behalf of Landlord by written notice given to Landlord within 60 days after receipt of that statement. Such audit shall be conducted in the offices of Landlord’s Statement property manager at the cost of Tenant. Tenant shall keep all of the information disclosed in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence the course of such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shallconfidential, and shall use require all of its commercially reasonable efforts consultants to cause its agents and employees to, maintain all information contained agree in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice writing directed to Landlord of its desire to review Landlord’s books and records, keep all such information confidential. Tenant agrees that such audits shall not be permitted to be conducted on a contingency fee basis. If such audit reveals that Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to over-charged Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the results of such audit is agreed are made available to Landlord, Landlord shall either credit such amount against the CAM Expenses next due from Tenant or confirmed, reimburse to Tenant the amount of such underpaymentover-charge. If the audit reveals that the Tenant was under-charged, and, if then within thirty (30) days after the agreed or confirmed results of such audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original statement which was the subject of such audit was in error to Tenant’s disadvantage by more than five (5%), in which case Landlord shall reimburse Tenant for the reasonable cost of such overpaymentaudit. The payment of any amounts pursuant To the extent that Tenant elects not to this Lease shall not preclude exercise such audit rights, Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to have approved the current year’s expense statement and any disagreements or claims by Tenant in connection therewith shall be Tenant’s approval deemed forever waived; provided, however, that Tenant shall have a one-time right to audit the calculation of CAM Expenses for the applicable Landlord’s StatementBase Year during the initial 87 month Term.

Tenant’s Audit Right. Tenant shall have Notwithstanding anything contained herein to the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13contrary, but provided that Tenant must notify Landlord that it wishes to commence such audit is not in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of default under this Lease (beyond the “Review Period”). If applicable notice and cure period, Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost within six (6) months following receipt of the annual final statements of Operating Expenses and expense (without a requirement that Tenant pay Real Property Taxes, by written notice delivered to Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord declare that it intends seeks to commence an audit within such Review Period, Tenant shall have waived its right to audit such inspect and examine Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s 's books and records relating to Operating Expenses and Real Property Taxes for said immediately preceding year (except if any overcharge is found, in strict confidence. Landlord agrees to retain such which event Tenant may inspect and examine Landlord's books and records for prior years), whereupon a duly qualified employee of Tenant or Tenant’s Base Year and all subsequent Calendar Years associated with the Lease's designated accountant (who shall be paid by Tenant on a non-contingency basis only) may visit Landlord's office or other place reasonably designated by Landlord, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Projectduring normal business hours, until five (5) years following the termination of this Lease. Within upon at least fifteen (15) business days following Tenant’s prior written notice notice, to Landlord of its desire to review inspect Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s 's books and records to verify the correctness of such annual final statements. All information discovered by Tenant (and/or its accountants) shall be regarded as confidential information and may not be shared with any other party (except for Tenant's contractors, agents, attorneys, accountants, investors, potential purchasers, or employees all of who shall agree to keep such information confidential), unless required by order of a court of competent jurisdiction (provided that Tenant may disclose such information to the extent reasonably necessary for the limited purpose of adjudicating any dispute with Landlord regarding Operating Expenses and Real Property Taxes); Tenant's failure to adhere to this confidentiality clause shall be deemed to be an Event of Default that, in additional to all other rights and remedies available to Landlord under this Lease, shall result in the nullification of this paragraph and Tenant's future right to inspect and verify Landlord's annual statement of any charges including but not limited to invoices Operating Expenses and Real Property Taxes. Tenant shall be required to share with Landlord the results of Tenant's inspection. It is expressly agreed that any errors will be promptly corrected (provided that Landlord agrees with Tenant's evaluation or a court of competent jurisdiction has rendered a final decision in Tenant's favor with respect thereto), and any resulting overpayment by Tenant will be promptly refunded by Landlord to Tenant (or, at Tenant's option, credited against the next installment of rent or other charges due to Landlord hereunder), and any resulting underpayment by Tenant will be promptly paid by Tenant to Landlord. If such inspection and examination reveals that Landlord overcharged Tenant by five percent (5%) or services contractsmore of the amount actually due, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall also reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statement's reasonable inspection and examination costs.

Tenant’s Audit Right. Tenant may, within 120 days after receiving Landlord’s reconciliation statement of the Operating Expenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses for the calendar year which is covered by the reconciliation statement. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If Tenant retains an agent to review Landlord’s records, the agent must be a licensed CPA or with a CPA firm and shall not be compensated on a contingency fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 45 days after the records are made available to Tenant, Tenant shall have the right to audit the amounts shown on give Land lord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s Statement in accordance with this Section 5.13, provided statement of Operating Expenses for that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”)year. If Tenant gives such notice fails to Landlord, then Tenant, give Landlord an Objection Notice within the 45 day period or its authorized agent which shall be fails to provide Landlord with a non-contingency fee certified public accountant or auditing firm, shall have Review Notice within the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Periodday period described above, Tenant shall he deemed to have waived its right to audit such approved Landlord’s Statement. Tenant shall, statement of Operating Expenses and shall use its commercially reasonable efforts to cause its agents be barred from raising any claims regarding the Operating Expenses for that year. If Landlord and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records Tenant determine that Operating Expenses for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and recordscalendar year are less than reported, Landlord shall forward provide Tenant with a credit against the next installment(s) of Rent in the amount of the overpayment by Tenant or, if no further Rent is due, refund the overpayment directly to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewedwithin 30 days after determination. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (andLikewise, if applicable, Landlord and Tenant determine that Operating Expenses for the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenantcalendar year are greater than reported, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, Landlord the amount of any underpayment within 30 days after such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpaymentdetermination. The payment of any amounts pursuant records obtained by Tenant and its agent shall he treated as confidential and each shall execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit. This paragraph shall not be construed to limit, suspend, or xxxxx Tenant’s obligation to pay Rent when due, including the OE Payment. Notwithstanding the foregoing, Tenant shall not be entitled to conduct such an audit if Tenant is in default under this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to beyond the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the any applicable Landlord’s Statementnotice and cure period.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13examine, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost copy and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s 's books and records in strict confidence. Landlord agrees to retain such records establishing Operating Expenses for Tenant’s Base any Operating Year and all subsequent Calendar Years associated with the Lease, regardless for a period of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five one (51) years year following the termination date that Tenant receives the statement of this LeaseOperating Expenses for such Operating Year from Landlord. Within fifteen Tenant shall give Landlord not less than thirty (1530) business days following Tenant’s written days' prior notice to Landlord of its desire intention to review Landlord’s examine and audit such books and records, and such examination and audit shall take place at such place within the continental United States as Landlord routinely maintains such books and records, unless Landlord elects to have such examination and audit take place in another location designated by Landlord in the city and state in which the Property is located. All costs of the examination and audit shall forward be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses for the Operating Year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three at least five percent (35%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all pay the reasonable costs of such examination and audit. If, pursuant to the audit audit, the payments made for such Operating Year by Tenant exceed Tenant's required payment on account thereof for such Operating Year, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses (andor promptly refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected payments made by Tenant for such Operating Year are less than Tenant's required payment as established by the parties confirms that the Building Operating examination and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenantaudit, Tenant shall pay the deficiency to Landlord, Landlord within thirty (30) days after conclusion of the audit is agreed examination and audit, and the obligation to or confirmed, make such payment for any period within the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord Term shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the survive expiration of the Review Period Term. Tenant shall be conclusively deemed required to deliver to Landlord a copy of its contract with its auditor and a copy of all reports produced by its auditor, and Tenant shall not be Tenant’s approval permitted to engage an auditor which is paid on a contingency or percentage basis. If Tenant does not elect to exercise its right to examine and audit Landlord's books and records for any Operating Year within the time period provided for by this paragraph, Tenant shall have no further right to challenge Landlord's statement of the applicable Landlord’s StatementOperating Expenses.

Tenant’s Audit Right. Within one hundred eighty (180) days after receipt of a Statement (“Audit Period”), Tenant shall be entitled, upon no less than twenty (20) business days written notice to Landlord and during business hours at landlord’s office or such other place as landlord shall reasonably designate, to inspect and examine those books and records of Landlord relating to the determination of Direct Expenses and/or Electricity Costs for the Expense Year for which the Statement was prepared. In no event, unless expressly agreed by Landlord, shall Tenant have the right to audit the amounts shown on review Landlord’s Statement tax returns or other books or records which would not otherwise pertain to Direct Expenses and/or Electricity Costs, as applicable. The inspection of Landlord’s records shall be performed by an independent, certified public accounting firm with real estate and leasing experience (“Qualified Firm”). Tenant agrees and acknowledges that the selected Qualified Firm shall neither (a) base its fee on a contingency arrangement, nor (b) employ directly in accordance connection with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit any individual previously employed in accordance connection with this Section 5.13 the management or operation of any portion of the Project. The examination must be conducted within twenty-four thirty (2430) months after the later of (i) Tenant’s receipt days of such books and records being made available to Tenant (“Examination Period”) and shall be the subject of a confidentiality agreement between Landlord’s Statement or (ii) , Tenant and such Qualified Firm. The Qualified Firm shall prepare a report indicating the termination results of this Lease the review (the “Review PeriodReport”). If Tenant gives such notice to Landlordthe Report discloses that the amount of Direct Expenses and/or Electricity Costs, then Tenantas applicable, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward billed to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expensewas incorrect, the date of appropriate party shall pay the expenseother party the deficiency or overpayment, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and unless Landlord disputes such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, Report within thirty (30) days after the audit is agreed to or confirmed, the amount receipt of such underpaymentReport by Landlord. If Landlord disputes such Report within such thirty (30) day period, andLandlord and Tenant shall agree upon another Qualified Firm to review and verify the Direct Expenses and/or Electricity Costs, if as applicable, and provide the agreed or confirmed results thereof to Landlord and Tenant (the “Reconciliation Audit”) and the determination as set forth in the Reconciliation Audit shall be binding upon Landlord and Tenant. All costs of the audit generating the Report shall be paid by Tenant unless the audit shows an overpayment of Building Operating that Landlord overstated the aggregate Direct Expenses or Electricity Costs or Common Area Operating Costs in the Statement by Tenantmore than five percent (5%), in which case Landlord shall reimburse Tenant for pay the reasonable cost and expenses of such overpaymentaudit not to exceed Seven Thousand Five Hundred Dollars ($7,500). The payment exercise by Tenant of any amounts pursuant to this Lease its audit rights hereunder shall not preclude relieve Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant its obligations to commence an audit thereof pay prior to the expiration request for and inspection and examination of Landlord’s books and records or permit Tenant the right to audit any other sums with the exception of the Review Period amounts set forth in the Statement If Tenant does not elect to exercise its rights to audit during the Audit Period, and/or does not elect to examine the books and records during the Examination Period, then Tenant shall be conclusively deemed to bound by Landlord’s determination. Additionally, Tenant agrees and acknowledges that the audit right as set forth herein and the review of books and records shall be confidential and, with the exception of Tenant’s approval auditors and consultants, Tenant shall not disclose or discuss the audit or the results of the applicable Landlord’s Statementaudit to any other parties.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four Within six (246) months after the later of (i) Tenant’s receipt of such Landlord’s a Statement or by Tenant (ii) the termination of this Lease (the “Review Period”). If , if Tenant gives such notice to Landlorddisputes the amount set forth in the Statement, then Tenant, or its authorized agent which shall be a non-contingency fee an independent certified public accountant (which accountant is a member of a nationally or auditing regionally recognized accounting firm), shall have the rightdesignated by Tenant, may, at its own Tenant’s sole cost and expense (without a requirement subject to reimbursement, as provided for herein and after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant pay is not then in default in the payment of Xxxx Rent or Building Direct Expenses after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall execute a confidentiality agreement, in a form reasonably acceptable to Landlord in Landlord’s costs in complying with this provision)reasonable discretion sole discretion, to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees shall cooperate with Tenant in obtaining all necessary or appropriate information from the Association. Notwithstanding the foregoing, Tenant shall only have the right to retain such review Landlord’s records for one (1) time during any twelve (12) month period. Tenant’s Base Year and all subsequent Calendar Years associated with failure to dispute the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s amounts set forth in any Statement by written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the applicable right or ability to dispute the amounts set forth in such Statement. If after such inspection, 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 by an independent certified public accountant selected by Landlord and reasonably approved by Tenant who is a member of a nationally or regionally recognized accounting firm. 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. If such certification by the accountant proves that the Building Direct Expenses set forth in the Statement were (i) overstated by less than four percent (4%), then the cost of the accountant and the cost of such certification shall be paid for by Tenant, (ii) overstated by four percent (4%) or more but less than six percent (6%), then the cost of the accountant and the cost of certification shall be split evenly between Landlord and Tenant, or (iii) overstated by six percent (6%) or more, then the cost of the accountant and the cost of such certification shall be paid for by Landlord’s Statement. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the ease may be, to each other, as are determined to be owing pursuant to such certification.

Tenant’s Audit Right. If Tenant shall have disputes Landlord's determination of the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13actual amount of Operating Costs, Taxes, Tenant's Share of Excess Operating Costs or Tenant's Share of Excess Taxes for any calendar year, and provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing no Event of expenses with each such expense listed Default exists under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balancesthis Lease, and (b) for each Tenant delivers to Landlord written notice of the dispute within one hundred eighty (180) days after Landlord's delivery of the statement of such amount, then Tenant (but not any subtenant or assignee) may, at its sole cost and expense, upon prior written notice and during the date of Business Hours specified in the expense, Basic Terms ("Business Hours") at a time and place reasonably acceptable to Landlord (which may be the payee/vendor, location where Landlord maintains the amount (including debits and creditsapplicable records), and cause a certified public accountant reasonably acceptable to Landlord to audit Landlord's records relating to the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspectiondisputed amounts on a non-contingent basis. Tenant, and Tenant’s employees and agents shall be entitled 's objection to make and retain photostatic copies Landlord's determination of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Excess Operating Costs, on Excess Taxes, Tenant's Share of Excess Operating Costs or Tenant's Share of Excess Taxes is deemed withdrawn unless Tenant completes and delivers the audit to Landlord within one hundred eighty (180) days after the date Tenant delivers its dispute notice to Landlord under this Section 5.7. If the audit shows that the amount Landlord charged Tenant for Tenant's Share of Excess Operating Costs and/or Tenant's Share of Excess Taxes was greater than the amount this Article 5 obligates Tenant to pay, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant within ten (10) days after Landlord receives a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs copy of the audit (andreport or, if at Landlord's option, Landlord will credit the excess amount against Tenant's obligation to pay installments of Tenant's Share of Excess Operating Costs and/or Tenant's Share of Excess Taxes, as applicable, the arbitration or other dispute resolution mechanism)next accruing under this Lease. If the arbitration or other dispute resolution mechanism selected by the parties confirms audit shows that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then amount Landlord charged Tenant shall bear the cost for Tenant's Share of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Excess Operating Costs or Common Area Operating Costs by and/or Tenant's Share of Excess Taxes was less than the amount this Article 5 obligates Tenant to pay, Tenant shall will pay to Landlord, within thirty (30) days after the audit is agreed to or confirmedas Additional Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of such underpaymentany audit under this Section 5.7, and, if Tenant will continue to pay to Landlord the agreed or confirmed audit shows an overpayment estimated amounts of Building Tenant's Share of Excess Operating Costs or Common Area Operating Costs by and Tenant, Landlord shall reimburse 's Share of Excess Taxes in accordance with Sections 5.4 and 5.5. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for such overpayment. The payment of any amounts pursuant to the limited purpose this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Section 5.7 describes and for Tenant’s approval of the applicable Landlord’s Statement's own account.

Tenant’s Audit Right. 3.6.1 Following the Punchlist Sign-off Date, but no later than one-hundred twenty (120) days after such Punchlist Sign-off Date, Tenant may request that Landlord provide documentation relating to the amount of Aggregate Disbursements made prior to such date. In addition, at the end of each calendar year during the Lease Term, but no later than one-hundred twenty (120) days after the end of such calendar year, Tenant may request that Landlord provide documentation relating to the costs and expenses that comprised the Additional Rent for such year. Landlord shall have use commercially reasonable efforts to provide Tenant with the right requested documentation; provided, however, that Landlord shall only be required to audit provide such documentation to the amounts shown on extent that the requested documentation (a) is reasonably necessary for Tenant to confirm that the Aggregate Disbursements tie back to the Construction Allowance Costs, or confirm the calculation of Additional Rent, (b) is in Landlord’s Statement in accordance with this Section 5.13possession, and (c) has not been previously provided that to Tenant must notify by Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease any other party (the “Review PeriodLandlord Documentation”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s exercisable only by written notice to Landlord within sixty (60) days after receiving the applicable Landlord Documentation, to request an audit of its desire such Landlord Documentation for the sole purpose of confirming that the Aggregate Disbursements tie back to review Landlord’s books and recordsthe Construction Allowance Costs, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy the calculation of Additional Rent, as applicable (the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed“Audit”). General ledgers The Audit shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing conducted by a member of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balancesa reputable, and (b) for each expenseindependent, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur accounting firm, who (a) has experience reviewing records of construction and development costs for similar projects (in such findings the case of an Audit of the Aggregate Disbursements) or (orb) who has experience reviewing operating costs and expenses for similar projects (in the case of an Audit of Additional Rent), and, in the absence of such concurrenceeither case, such overstatement is confirmed accountant shall not be retained by binding arbitration between Tenant on a contingency fee basis. The Audit must be completed no later than ninety (90) days after Tenant receives the parties conducted in Irvineapplicable Landlord Documentation, California and any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rulesninety (90) day period, or by such other dispute resolution mechanism Tenant shall be deemed to which the parties may mutually agree in writing), then Landlord have waived its Audit right. Tenant shall bear pay all costs of the audit (andAudit. In addition, if applicableas part of such Audit, Tenant requests Landlord prepare copies of the arbitration Landlord Documentation for review by Tenant or other dispute resolution mechanismits auditors outside of Landlord’s principal place of business (rather than or in addition to Landlord making the Landlord Documentation available for review at Landlord’s principal place of business). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear reimburse Landlord for the cost reasonable costs of assembling and/or shipping such copies of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s StatementDocumentation.

Tenant’s Audit Right. Within six (6) months after receipt of a Statement by Tenant shall have ("REVIEW PERIOD"), if Tenant disputes the right amount set forth in the 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 Tenant, may, after reasonable notice to audit the amounts shown on Landlord and at reasonable times, inspect Landlord’s Statement in accordance with this Section 5.13's records at Landlord's offices, provided that Tenant must notify Landlord is not then in default in the payment of Base Rent or Building Direct Expenses after expiration of all applicable cure periods and provided further that it wishes to commence Tenant and such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant representative shall, and each of them shall use its their commercially reasonable efforts to cause its their respective agents and employees to, maintain all information contained in Landlord’s books and 's records in strict confidence. Landlord agrees shall cooperate with Tenant in obtaining all necessary or appropriate information from the Association. Notwithstanding the foregoing, Tenant shall only have the right to retain such review Landlord's records for one (1) time during any twelve (12) month period. Tenant’s Base Year and all subsequent Calendar Years associated with 's failure to dispute the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s amounts set forth in any Statement by written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of within thirty (30) days after the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers Review Period shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review deemed to be Tenant's approval of such documentationStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant desires additional information of or from Landlord’s books and records including but not limited notifies Landlord in writing that Tenant still disputes such amounts, a certification as to invoices paid the proper amount shall be made by an independent certified public accountant PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] selected by Landlord and reasonably approved by Tenant who is a member of a nationally or services contracts, regionally recognized accounting firm. 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. If such certification by making all pertinent records available to the accountant proves that the Building Direct Expenses set forth in the Statement were (i) overstated by less than two percent (2%), then the cost of the accountant and the cost of such certification shall be paid for by Tenant, (ii) overstated by two percent (2%) or more but less than three percent (3%), then the cost of the accountant and the cost of certification shall be split evenly between Landlord and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit or (as conducted and certified iii) overstated by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit accountant and the cost of such arbitration or other dispute resolution mechanismcertification shall be paid for by Landlord. If Promptly following the agreed or confirmed audit shows an underpayment parties receipt of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmedsuch certification, the amount of parties shall make such underpaymentappropriate payments or reimbursements, andas the case may be, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenantto each other, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts as are determined to be owing pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementsuch certification.

Tenant’s Audit Right. Landlord shall maintain complete and accurate books and records detailing all Expenses and Taxes for not less than the preceding six (6) years. Landlord may keep the books and records at the Building or at Landlord's regional office in Atlanta, Georgia. Within ninety (90) days of Tenant's receipt of Landlord's annual statement and upon thirty (30) days notice, Tenant and/or its representatives (which shall not be compensated on a contingency fee basis for this audit) shall have the right, at Tenant's expense, to examine (but not to copy), and audit during normal business hours, Landlord's books and records pertaining to the Expenses for either or both of the two (2) preceding years to enable Tenant to verify the accuracy thereof. Landlord shall reasonably cooperate with Tenant in any such examination. Any information reviewed by Tenant and/or its representatives shall be kept confidential and may only be disclosed as set forth in Section 26.10. If Tenant in good faith contends an annual statement of Additional Rent indicates noncompliance with the provisions of this Lease or otherwise contains errors, Tenant shall notify Landlord in writing informing Landlord of the amount of the overpayment, and Landlord shall pay such amount within thirty (30) days with interest thereon at the rate specified in Section 4.4 above, unless Landlord in good faith contests such amount. If Landlord in good faith contests such amount, then either Landlord or Tenant shall have the right right, upon notice to audit the amounts shown on Landlord’s Statement other, to initiate the following dispute resolution procedure: Tenant and Landlord shall endeavor to reconcile such dispute within thirty (30) days after the notice from Tenant. If the parties are unable to resolve such dispute, they shall jointly select a third, independent party who shall make a final and binding decision within thirty (30) days after being selected. If the parties are unable to agree upon a third party arbitrator, such third party shall be selected in accordance with this Section 5.13the rules of the American Arbitration Association as practiced in Atlanta, provided Georgia. The third party's fee shall be paid by the party against whom such decision is rendered. The cost of Tenant's review shall be borne by the Tenant, except that if it is determined that the Expenses reported by Landlord are in excess of one hundred five (105%) percent of the actual amount of Expenses and Taxes, then if (i) Landlord fails to dispute such finding, or (ii) Landlord agrees with such finding, or (iii) following a dispute of Tenant's audit by Landlord the dispute resolution establishes that Tenant must notify was overcharged by more than 5% as set forth above, then Tenant's reasonable actual costs of said audit shall be payable by Landlord that it wishes on demand. Any overpayment by Tenant shall be credited to commence such audit in accordance with this Section 5.13 Tenant and any undercharge shall be paid by Tenant as soon as reasonably possible. Except as hereinafter provided respecting a "Material Discrepancy", failure by Tenant to contest or dispute the allocation of Additional Rent within twenty-four (24) months after of the later date any annual statement for Additional Rent for a Fiscal Year is submitted to Tenant (a) is deemed a waiver of the applicable audit or dispute right and any right to contest the Additional Rent charges (undercharges or overcharges) for the applicable Lease years; (b) is deemed acceptance of the Additional Rent charges as submitted to and reviewed by Tenant; and (c) CONSTITUTES FULL RELEASE OF LANDLORD BY TENANT FOR ANY OVERCHARGES of Additional Rent more than two (2) years old. If a review by Tenant discloses a discrepancy in a line item of more than $15,000 for the Fiscal Year being reviewed (a "Material Discrepancy") and (i) Tenant’s receipt of Landlord fails to dispute such Landlord’s Statement discrepancy, or (ii) the termination of this Lease (the “Review Period”). If Tenant gives Landlord agrees with such notice to Landlord, then Tenantdiscrepancy, or its authorized agent which shall be (iii) following a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date dispute of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an 's audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties procedure described above confirms that the Building Operating and Common Area Operating Costs, on such a combined basis, were not overstated by 3% or morediscrepancy, then Tenant shall bear have the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay right to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statement.review

Tenant’s Audit Right. Provided that Tenant delivers written notice of its intent to audit within sixty (60) days after receipt by Tenant of a statement from Landlord and Tenant completes such audit within one hundred eighty (180) days after the date Landlord makes Landlord’s books and records available to Tenant, Tenant shall have the right following the Base Year, but not more than once per calendar year, to conduct an audit of Landlord’s books and records relating to Operating Expenses in accordance with the following terms and provisions: (i) No default then exists; (ii) Tenant shall have the right to audit the amounts shown on have an employee of Tenant or a Qualified Auditor (as defined below) inspect Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such accounting records at Landlord’s Statement office; (iii) neither the employee of Tenant nor the Qualified Auditor shall be employed or engaged on a contingency basis, in whole or in part; (iiiv) prior to commencing the termination audit, Tenant and the auditor shall: (A) if the auditor is not an employee of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be provide Landlord with evidence that the auditor is from a non-contingency fee nationally recognized accounting firm and that the individual performing the audit is a certified public accountant or auditing firm, (a “Qualified Auditor”); (B) each sign a confidentiality letter to be provided by Landlord; and (C) provide Landlord with evidence of the fee arrangement between the auditor and Tenant; (v) the audit shall have be limited solely to confirming that the right, at its own cost and expense (without a requirement that Tenant pay Operating Expenses reported in the Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated statement are consistent with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination terms of this Lease. Within fifteen (15) business days following If Tenant’s written notice auditor finds errors or overcharges in Landlord’s statement that Tenant wishes to pursue, then within the time period set forth above, Tenant shall advise Landlord thereof in writing with specific reference to claimed errors and overcharges and where applicable, the relevant Lease provisions disqualifying such expenses, and Landlord shall have a reasonable opportunity to meet with Tenant’s auditor (and any third auditor selected hereinbelow, if applicable) to explain its calculation of Operating Expenses. If Landlord agrees with said findings, appropriate rebates or charges shall be made to Tenant. If Landlord does not agree, Landlord shall engage its desire own auditor to review the findings of Tenant’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to resolve any difference between the audits. If agreement cannot be reached within two (2) weeks thereafter, then the auditors shall together select a third auditor (who shall be a Qualified Auditor not affiliated with and who does not perform services for either party or their affiliates) to which they shall each promptly submit their findings in a final report, with copies submitted simultaneously to the first two (2) auditors, Tenant and Landlord. Within two (2) weeks after receipt of such findings, the third auditor shall determine which of the two reports best meets the terms of this Lease, which report shall become the “Final Finding”. The third auditor shall not have the option of selecting a compromise between the first two auditors’ findings, nor to make any other finding. If the Final Finding determines that Landlord has overcharged Tenant, Landlord shall forward to credit Tenant or Tenant’s authorized representative a full toward the payment of additional rent next due and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed payable under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, this Lease the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentationovercharge, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contractsif the Term has expired, Landlord shall cooperate with pay such amount to Tenant within 30 days. If the Final Finding determines that Landlord has overstated the Operating Expenses by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit more than five (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (35%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing)percent, then Landlord shall bear reimburse Tenant for all of Tenant’s reasonable costs of relating to the audit (and, if applicable, the arbitration or other dispute resolution mechanism)Audit not to exceed $5,000. If the arbitration or other dispute resolution mechanism selected by the parties confirms Final Finding determines that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or moreTenant was undercharged, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmedFinal Finding, Tenant shall reimburse Landlord the amount of such underpayment, and, if undercharge. Tenant’s failure to provide written notice of its intent to audit within sixty (60) days after receipt by Tenant of a statement or failure to complete such audit within one hundred and eighty (180) days after the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, date Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any makes Landlord’s Statement, provided that the failure of books and records available to Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval waiver of the applicable Landlord’s Statementaudit rights set forth herein.

Tenant’s Audit Right. The Annual Expense Statements furnished by Landlord to Tenant as provided in Section 4.4.3 shall have be binding on Tenant as to the right to audit determination of Expenses for the amounts shown on Base Expense Year and/or any subsequent Fiscal Year; provided, however, Tenant may, within ninety (90) days after receipt of Landlord’s first statement setting forth Expenses for the Base Expense Year and/or any Annual Expense Statement in accordance with this Section 5.13for any comparison Fiscal Year, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such by written notice delivered to Landlord, then time being of the essence, question the correctness of such Annual Expense Statement or statement of the Base Expenses. Landlord shall maintain books and records necessary for computation of Expenses. Landlord shall permit Tenant or Tenant’s independent certified public accountants, or its authorized agent which shall be a non-contingency fee firm having at least ten (10) members who are certified public accountant accountants and which shall certify to Landlord that it is not being compensated in connection with such audit on a “contingency” or auditing firm, shall have the right, at its own cost and expense similar basis (without a requirement that Tenant pay Landlord’s costs in complying with this provision“CPA”), to inspect and/or audit Landlord’s detailed have access to the books and records each year with respect utilized to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 compute Expenses, during normal Business Hours upon reasonable notice for a period of one hundred eighty (180) days after the date receipt of such Annual Expense Statement in question, and during no other time. Pending determination of any such dispute, and as a condition to Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in review Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated accordance with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by TenantSection, Tenant shall pay Additional Rent in accordance with the Statement that Tenant is disputing, without prejudice to Landlord, Tenant’s position. Tenant shall notify Landlord in reasonable detail and with reasonable specificity of any claim by Tenant of overpayment of Expenses within thirty (30) days after the audit expiration of the aforesaid one hundred eighty (180) day review period, or Tenant shall be deemed to have waived any claims not asserted within said thirty (30) day period. No copying of any of Landlord’s books and records shall be allowed except that a reasonable number of specific invoices may be copied to the extent reasonably necessary for Tenant or its CPA to prepare a report of such audit. Tenant agrees that Tenant shall not disclose the contents of such books and records to any other party unless (i) Tenant is agreed compelled to disclose the information pursuant to court order or confirmedapplicable law; (ii) such disclosure is in connection with any proceeding enforcing any remedies of Tenant as to the computation of Expenses or (iii) such disclosure is to any officer, employee, attorney or CPA of Tenant. Landlord may require any CPA employed by Tenant to execute a confidentiality agreement in form satisfactory to Landlord prior to reviewing any books and records of Landlord. Tenant hereby waives any rights Tenant may have to review any books and records of Landlord (including, without limitation, any rights by law) except as expressly set forth in this Section 4.4.2. Notwithstanding anything to the contrary in this Section 4.4, if it is finally determined that Landlord overstated Expenses for a Fiscal Year in any Annual Expense Statement by more than ten (10%) percent of Expenses as so finally determined, then Landlord shall pay Tenant (by credit or payment as provided above) interest on the amount of such underpayment, and, if the agreed or confirmed audit shows an Tenant’s overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment Fiscal Year at the Prime Rate calculated at 2% over the Prime Rate from the later of any amounts pursuant to this Lease shall not preclude Tenant from questioning (x) the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval last day of the applicable Landlord’s StatementFiscal Year or (y) the date on which Tenant shall have paid to Landlord any “true up” for such Fiscal Year after Landlord shall have given Tenant the Annual Expense Statement with respect to such Fiscal Year, to the date on which Landlord shall refund or credit such overpayment to Tenant.

Tenant’s Audit Right. Unless Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s takes exception by written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed Landlord provides any Statement to Tenant, such Statement shall be considered final and binding on Tenant (except as to additional Building Direct Expenses not then known or confirmedomitted by error). Pending resolution of any such exceptions, Tenant shall pay Tenant’s Share of Building Direct Expenses in the amount shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved. If Tenant takes exception to any Statement within such 30-day period, then an independent certified public accountant (which accountant is a member of such underpaymenta nationally recognized accounting firm and is not working on a contingency fee basis), anddesignated and paid for by Tenant (“Tenant’s Accountant”), if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by may, after reasonable notice to Landlord and at reasonable times during business hours during that period which is thirty (30) days following Tenant’s exception notice, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any inspect Landlord’s Statementrecords with respect to the subject Statement at Landlord’s offices, provided that Tenant is not then in breach or default under this Lease and Tenant has paid all amounts required to be paid under the applicable Statement. In connection with such inspection, Tenant and Tenant’s agents (including, without limitation, Tenant’s Accountant) must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to take exception to any Statement within thirty (30) days of Tenant Tenant’s receipt of such Statement, or to commence an audit thereof prior complete inspection of Landlord’s records with respect to the expiration of the Review Period such Statement within thirty (30) days following Tenant’s exception notice, shall be conclusively deemed to be Tenant’s approval of such Statement, and Tenant thereafter waives the applicable right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Statement, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (“Landlord’s StatementAccountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by Landlord’s Accountant proves that Building Direct Expenses were overstated by more than five percent (5%), then the cost of Landlord’s Accountant and the cost of such determination shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Building Direct Expenses payable by Tenant shall be as set forth in this Section 4.4.2, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Building Direct Expenses payable by Tenant.

Tenant’s Audit Right. Within sixty (60) days after receiving the Actual Statement, Tenant may, upon advance written notice to Landlord and the Association and during reasonable business hours, cause an audit of the Association's books and records with respect to the preceding Expense Year to determine the accuracy of the Actual Statement. Landlord shall cause the Association to make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If Tenant retains an agent, at Tenant's sole cost and expense, to review the Association's records, the agent shall be an independent accountant of national standing, which is not compensated on a contingency basis and is also subject to a commercially reasonable confidentiality agreement. Within sixty (60) days after the records are made available to Tenant, Tenant shall have the right to audit give the amounts shown on Landlord’s Association written notice (an "Objection Notice") stating in reasonable detail any objection to the Actual Statement in accordance with this Section 5.13, provided of CAM Expenses for that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”)year. If Tenant gives such notice provides the Association with a timely Objection Notice, the Association and Tenant shall work together in good faith to Landlord, then resolve any issues raised in Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice's Objection Notice. If Tenant does not notify Landlord that it intends fails to commence an audit within such Review Periodprovide the Association with a timely Objection Notice, the Actual Statement shall be deemed final and binding, and Tenant shall have waived its no further right to audit or object to such Landlord’s Statementstatement. If the Association and Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records determine that CAM Expenses for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and recordscalendar year are less than reported, Landlord shall forward cause the Association to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each pay such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available overpayment directly to Tenant. Likewise, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted Association and certified by Tenant determine that CAM Expenses for the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by TenantExpense Year are greater than reported, Tenant shall pay to Landlord, the Association the amount of any underpayment within thirty (30) days after days. If such audit proves that Tenant's Share of CAM Expenses set forth in the audit is agreed to or confirmedActual Statement were overstated by more than five percent (5%), then the amount cost of such underpayment, and, if audit shall be paid for by the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Association. Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant cause the Association to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration maintain records of the Review Period shall be conclusively deemed to be Tenant’s approval of CAM Expenses for the applicable Landlord’s three (3) year period following each Actual Statement.

Tenant’s Audit Right. In the event Tenant has a good faith belief that Landlord's written statement of Actual Costs Allocable to the Premises (as described in Article 9;4 above) contains charges to Tenant that are not permitted under the terms of the Lease, it shall provide Landlord with reasonably detailed reasons in writing for its objection to any charge or alleged error within ninety (90) days of receiving such statement. Landlord shall within thirty (30) days thereafter either adjust such statement in response to such objection(s) and credit any overpayment to Tenant as aforesaid or in the alternative notify Tenant in writing that it believes that Tenant's objection is without merit. Not later than twenty (20) days after the expiration of the thirty (30) day period described in the immediately preceding sentence, Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee employ an independent certified public accountant or auditing firm, who shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until lease five (5) years following experience in the termination field of this Leasepassthrough audits for commercial office buildings in the metropolitan Washington, D.C. area, which certified public accountant shall be reasonably acceptable to Landlord (provided that such certified public accountant is not any employee of Tenant and is not compensated on a contingency fee basis). Within fifteen Such certified public accountant shall have the right to inspect and audit Landlord's books and records relating to the calendar year to which the statement relates. If Tenant elects to employ such accountant, Tenant shall provide Landlord not less than five (155) business days following notice of the date on which the accountant desires to examine Landlord's books and records during regular business hours. Prior to the performance of such audit, Tenant and such approved certified public accountant each shall execute Landlord's form of non-disclosure agreement providing that the information disclosed in connection with such audit be kept confidential. Tenant shall cause the results of such audit to be communicated in writing to Landlord. If Landlord does not agree with the audit submitted by Tenant’s written notice , Landlord's accountant and the accountant designated by Tenant shall endeavor to resolve any differences. If such parties are unable to agree, Landlord and Tenant shall select an independent certified public accountant who satisfies the criteria set forth above. Such jointly selected accountant, after executing Landlord's form of non-disclosure agreement, shall make an independent audit. the results of which shall be binding on Landlord and Tenant. If such audit shows that the amounts paid by Tenant to Landlord on account of its desire increases in such charges exceeded the amounts to review Landlord’s books and recordswhich Landlord was entitled hereunder, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, promptly credit the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices excess against Tenant's next due Rent payment. If such audit shows that the amounts paid by Tenant to Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies on account of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur increase in such findings (or, in charges were less than the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism amounts to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenantwas entitled hereunder, Tenant shall pay to Landlord, Landlord the amount of such shortfall within thirty (30) days after of the date Tenant is notified of the error. Except as otherwise expressly provided below, all costs and expenses of Tenant's audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs (including without limitation reasonable copying charges) shall be paid by Tenant. In addition Tenant shall be responsible for the costs incurred in connection with the third accountant (including without limitation reasonable copying charges) unless such audit discloses that the amounts paid by Tenant to Landlord exceeded the amounts to which Landlord was entitled by more than five percent (5%), in which event Landlord shall promptly reimburse Tenant for the reasonable costs and expenses incurred in connection with Tenant's audit and such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementthird audit.

Tenant’s Audit Right. If Tenant disputes the amount of Additional Rent stated in the Landlord’s Statement, Tenant, within six (6) months of receipt of Landlord’s Statement, may itself, through its own employees, or through a nationally recognized property management firm designated by Tenant and reasonably acceptable to Landlord (the “Approved Inspection Firm”), inspect Landlord’s books and records directly related to Operating Expenses and Property Taxes for the applicable calendar year only and, only in connection with the first such inspection during the Lease Term or in connection with comparing the Operating Expenses and Taxes for the applicable Base Year to a subsequent year, the Operating Expenses and Taxes for the applicable Base Year; provided, however, that Tenant is not entitled to request that inspection if Tenant is then in monetary default under this Lease (as to which notice has been previously given) or if Tenant has not paid all amounts required to be paid under the applicable Landlord Statement. As a condition to any such inspection, Tenant and, if applicable the Approved Inspection Firm, shall execute a confidentiality agreement, in form and substance reasonably acceptable to Tenant, agreeing to keep the results of any such inspection and the results thereof, confidential. Tenant may disclose the information obtained from such audit and examination to Tenant's accountants, attorneys and others reasonably required by Tenant to perform, analyze and/or enforce such audit and examination and this Lease. Landlord shall provide Tenant’s designated representative, or the Approved Inspection Firm, access to Landlord’s books and records directly related to Operating Expenses and Property Taxes during Landlord’s regular business hours and upon reasonable prior notice at the Building management office in San Francisco. Tenant’s Approved Inspection Firm must not be retained on a contingency fee basis. Tenant shall have the right to copy and duplicate such information as Tenant may require. If Landlord disputes the results of an audit done by Tenant, Landlord shall send Tenant a notice thereof within ten (10) days after receipt of the amounts shown on results of such audit. To the extent Landlord disputes a portion of the results of such audit, Landlord shall credit the undisputed portion of the overcharge against the next monthly rent payments of Tenant or if the Term has expired or otherwise has been terminated, shall refund the undisputed portion of the overcharges to the Tenant. Following receipt of Landlord’s Statement in accordance with this Section 5.13's notice, either party may submit the dispute for arbitration, provided that Tenant must notify shall continue to pay to Landlord that it wishes all rent, including any adjustments pursuant to commence such audit in accordance with this Section 5.13 within twenty-four (24) months Article, until a final decision is rendered pursuant to arbitration. If after the later of (i) Tenant’s receipt or its Approved Inspection Firm’s inspection, Tenant still disputes the Landlord’s Statement, Landlord and Tenant shall for a period of thirty (30) days seek to agree on the amount subject to dispute, and if no agreement is reached, then, either party may submit such dispute to binding arbitration by notice to the other party (“Arbitration Notice”). The failure of Tenant to provide an Arbitration Notice within sixty (60) days of Tenant’s delivery of the Tenant’s Approved Inspection Firm’s report to Landlord shall constitute a waiver by Tenant of its right to arbitrate hereunder, and except for such adjustments as have been agreed to by Landlord, Landlord’s Statement shall be conclusive and binding to Tenant. Within thirty (30) days of the Arbitration Notice, Landlord and Tenant shall jointly select an arbitrator, who shall be unaffiliated in any manner with either Landlord or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which and shall be a non-contingency fee certified public accountant or auditing firm, that shall have been active over the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following year period ending on the termination date of this Leasesuch appointment in the analysis of operating expenses in commercial office buildings in San Francisco,. Within fifteen Neither Landlord nor Tenant shall consult with such arbitrator as to his or her opinion as to the disputed matters prior to the appointment. The determination of the arbitrator shall be limited solely to issues raised by Tenant’s Approved Inspection Firm’s report or by Landlord’s response to Tenant’s Approved Inspection Firm’s report. Such arbitrator may hold hearings and require such briefs as the arbitrator, in his or her sole discretion, determines is necessary. In addition, Landlord or Tenant may submit to the arbitrator with a copy to the other party within five (155) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy after the appointment of the Building’s arbitrator any data and additional information that such party deems relevant to the determination by the arbitrator and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: other party may submit a reply in writing within five (a5) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, business days after review receipt of such documentation, Tenant desires data and additional information of information. The arbitrator shall conduct such evidentiary hearings as the arbitrator deems necessary or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspectionappropriate. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single The arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlordshall, within thirty (30) days after of his or her appointment, reach a decision as to the audit is agreed disputed matters in Tenant’s Approved Inspection Firm’s report, and shall notify Landlord and Tenant of such determination. The decision of the arbitrator shall be binding upon Landlord and Tenant. If Landlord and Tenant fail to agree upon and appoint such arbitrator, then the appointment of the arbitrator shall be made by JAMS. If Landlord and Tenant fail to agree upon other matters relating to the arbitration, then the rules of JAMS shall govern such arbitration. The cost of arbitration shall be paid by the substantially unsuccessful party, as determined by the arbitrator. The arbitration proceeding and all evidence given or confirmeddiscovered pursuant thereto shall be maintained in confidence by all parties. Judgment upon the award rendered by the arbitrator may be entered by either party into any court having jurisdiction, or application may be made to such court for a judicial recognition of the award or an order of enforcement thereof, as the case may be. If such arbitration reveals that Tenant has made an overpayment, Landlord shall credit the amount of the overpayment the next monthly rent payment of Tenant, or if the Term has expired or otherwise been terminated, refund such underpaymentoverpayment to Tenant. If the certification shows that the amount payable by Tenant attributable to Tenant’s Share of actual Property Taxes and Operating Expenses was less than reported in Landlord’s Statement, Tenant shall be credited against the next installment of Rent in the amount of any overpayment by Tenant, and, if the agreed amount reported in Landlord’s Statement exceeded the amount determined by the certification as payable by Tenant attributable to Tenant’s Share of Property Taxes and Operating Expenses for the period subject to the certification by more than the greater of $7,500 or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenantfour percent (4%), Landlord shall reimburse Tenant for its actual and reasonable audit expenses incurred in auditing such statement, and a reimbursement of attorneys' fees incurred in determining and recovering the overpayment in addition to the credit, or when appropriate, a refund of the overpayment. The payment Likewise, if the certification shows that the amount payable by Tenant attributable to Tenant’s Share of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any actual Property Taxes and Operating Expenses was greater than reported in Landlord’s Statement, provided that Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. If Tenant fails to timely exercise its audit rights in accordance with this Paragraph 5.H, the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be constitute Tenant’s approval of the applicable Landlord’s StatementStatement for the calendar year in question. In no event shall this Paragraph 5.H be deemed to allow any review of any of Landlord’s books and records by any subtenant of Tenant. The provisions of this Paragraph 5.H are intended as the sole and exclusive remedy of Tenant for the resolution of disputes relating to Additional Rent stated in any Landlord’s Statement and shall survive the termination or expiration of this Lease for such period as hereinabove provided for Tenant to exercise such right during the year prior to such termination or expiration of the Lease Term. Landlord's failure to submit a Landlord's Statement to Tenant within one (1) year after the expiration of any calendar year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such year (except for Additional Rent due in connection with Property Taxes, to the extent that the associated delay was attributable to with a failure by the taxing authority to provide the assessment required to invoice Tenant for Additional Rent within such period of time). Landlord's failure to submit a Landlord's Statement shall not deprive Tenant of its right to recover from Landlord if Tenant's estimated payments exceed the amounts actually due from Tenant for Operating Expenses or Property Taxes. Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four Within sixty (2460) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease days (the “Review Audit Election Period”). If ) after Landlord furnishes to Tenant gives such notice to Landlordthe Common Area Maintenance, then TenantTax and Insurance Statement for any calendar year, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the rightTenant may, at its own cost and expense (without a requirement that Tenant pay during Landlord’s costs in complying with this provision)normal business hours, elect to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in Maintenance Costs, Taxes and Insurance for such Landlord’s Statement within 120 days after calendar year only, subject to the date following conditions: (1) no Event of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of Default has occurred under this Lease. Within fifteen ; (152) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers audit shall be the type printed from Landlord’s particular computerized prepared by an independent certified public accounting system which reflect: firm of recognized national standing; (a3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord audit shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (5) the audit is agreed to or confirmedshall be conducted where Landlord maintains its books and records and shall not interfere with the conduct of Landlord’s business, the amount and Tenant shall deliver a copy of such underpaymentaudit to Landlord within five (5) Business Days following the completion of such audit by Tenant; and (6) except for disclosures required by Law and as required for the audit by Tenant or Tenant's professional internal or third-party auditor, andTenant shall keep all information it obtains in any audit confidential and may only use such information for the limited purpose this Section 6 describes and for Tenant's own account and shall, if requested by Landlord, execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the agreed audit. Notwithstanding the foregoing, Tenant shall have no right to conduct an audit if Landlord furnishes to Tenant an audit report for the calendar year in question prepared by an independent certified public accounting firm of recognized national standing (whether originally prepared for Landlord or confirmed audit shows an overpayment of Building Operating Costs another party). This paragraph shall not be construed to limit, suspend or xxxxx Tenant’s obligation to pay Rent when due, including estimated Common Area Operating Costs by TenantMaintenance Costs, Taxes and Insurance. After verification, Landlord shall reimburse credit any overpayment determined by the audit report against the next Rent due and owing by Tenant for or, if no further Rent is due, refund such overpaymentoverpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the audit report within thirty (30) days of determination. The payment foregoing obligations shall survive the expiration or earlier termination of any amounts pursuant the Lease. If Tenant does not give written notice of its election to this Lease shall not preclude Tenant from questioning audit during the correctness of any Audit Election Period, Landlord’s StatementCommon Area Maintenance Costs, provided Taxes and Insurance for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. If the audit proves that Landlord's calculation of Common Area Maintenance Costs, Taxes and Insurance for the failure of Tenant to commence an calendar year under inspection was overstated by more than ten percent (10%) in the aggregate, then, after verification, Landlord shall pay Tenant's actual reasonable out-of-pocket audit thereof prior and inspection fees applicable to the expiration review of the Review Period shall be conclusively deemed to be said calendar year statement within thirty (30) days after receipt of Tenant’s approval of the applicable Landlord’s Statement.'s invoice therefor. EXHIBIT D INTENTIONALLY DELETED EXHIBIT D-1

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on LandlordUpon Tenant’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four written request given not more than ninety (2490) months days after the later of (i) Tenant’s receipt of the Common Area Maintenance, Tax and Insurance Statement, Landlord shall furnish Tenant with such Landlordreasonable supporting documentation in connection with said Common Area Maintenance Costs, Taxes and Insurance as Tenant may reasonably request. Landlord shall provide said information to Tenant within thirty (30) days after Tenant’s written request therefor. Within ninety (90) days after receipt of the Common Area Maintenance, Tax and Insurance Statement or (ii) the termination of this Lease by Tenant (the “Review Period”). If , if Tenant gives such notice to Landlorddisputes the amount of Additional Rent set forth in the Common Area Maintenance, then TenantTax and Insurance Statement, or its authorized agent which shall be a non-contingency fee an independent certified public accountant (which accountant (A) is a member of a nationally or auditing firmregionally recognized accounting firm which has previous experience in reviewing financial operating records of landlords of comparable buildings, (B) shall not have provided primary accounting and/or lease administration services to Tenant in the rightpast three (3) years, and (C) is not working on a contingency fee basis) designated and paid for by Tenant, may, after reasonable notice to Landlord and at its own cost and expense (without a requirement that Tenant pay reasonable times, inspect Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and the Common Area Operating Costs set forth in such Maintenance, Tax and Insurance Statement at Landlord’s Statement within 120 days after corporate offices, provided that Tenant is not in default under the date of Lease (subject to the applicable notice and cure periods). In connection with such inspection, Tenant and Tenant’s notice. If Tenant does not notify Landlord that it intends agents must agree in advance to commence an audit within such Review Period, Tenant shall have waived its right to audit such abide by Landlord’s Statement. Tenant shallreasonable rules and procedures regarding such inspection, and shall use its execute a commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidenceconfidentiality agreement regarding such inspection. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers Such inspection shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including completed in a timely manner but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within no later than thirty (30) days after the date Tenant’s accountant commences such inspection. Any audit is agreed report prepared by Tenant’s auditors shall be delivered concurrently to or confirmed, Landlord and Tenant within such thirty (30) day period. Tenant’s failure to dispute the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Additional Rent set forth in any Common Area Operating Costs by TenantMaintenance, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of Tax and Insurance Statement within the Review Period shall be conclusively deemed to be Tenant’s approval of such statement and Tenant, thereafter, waives the applicable Landlordright or ability to dispute the amounts set forth in such statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount may be made, at Tenant’s Statement.option and expense, by an independent certified public accountant who (x) is a member of a nationally or regionally recognized accounting firm which has previous experience in reviewing financial operating records of landlords of comparable buildings, (y) is not working EXHIBIT C-4 151177627 v8

Tenant’s Audit Right. Within six (6) months after receipt of a Statement by Tenant shall have ("REVIEW PERIOD"), if Tenant disputes the right amount set forth in the 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 Tenant, may, after reasonable notice to audit the amounts shown on Landlord and at reasonable times, inspect Landlord’s Statement in accordance with this Section 5.13's records at Landlord's offices, provided that Tenant must notify Landlord is not then in default in the payment of Base Rent or Building Direct Expenses after expiration of all applicable cure periods and provided further that it wishes to commence Tenant and such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant representative shall, and each of them shall use its their commercially reasonable efforts to cause its their respective agents and employees to, maintain all information contained in Landlord’s books and 's records in strict confidence. Landlord agrees shall cooperate with Tenant in obtaining all necessary or appropriate information from the Association. Notwithstanding the foregoing, Tenant shall only have the right to retain such review Landlord's records for one (1) time during any twelve (12) month period. Tenant’s Base Year and all subsequent Calendar Years associated with 's failure to dispute the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s amounts set forth in any Statement by written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a full and complete copy of within thirty (30) days after the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers Review Period shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review deemed to be Tenant's approval of such documentationStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant desires additional information of or from Landlord’s books and records including but not limited notifies Landlord in writing that Tenant still disputes such amounts, a certification as to invoices paid the proper amount shall be made by an independent certified public accountant selected by Landlord and reasonably approved by Tenant who is a member of a nationally or services contracts, regionally recognized accounting firm. 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. If such certification by making all pertinent records available to the accountant proves that the Building Direct Expenses set forth in the Statement were (i) overstated by less than two percent (2%), then the cost of the accountant and the cost of such certification shall be paid for by Tenant, (ii) overstated by two percent (2%) or more but less than three percent (3%), then the cost of the accountant and the cost of certification shall be split evenly between Landlord and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit or (as conducted and certified iii) overstated by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit accountant and the cost of such arbitration or other dispute resolution mechanismcertification shall be paid for by Landlord. If Promptly following the agreed or confirmed audit shows an underpayment parties receipt of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmedsuch certification, the amount of parties shall make such underpaymentappropriate payments or reimbursements, andas the case may be, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenantto each other, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts as are determined to be owing pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementsuch certification.

Tenant’s Audit Right. Tenant shall have the right to examine, copy and audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records establishing Operating Expenses for Tenant’s Base any Operating Year and all subsequent Calendar Years associated with the Lease, regardless for a period of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five one (51) years year following the termination date that Tenant receives the statement of this LeaseOperating Expenses for such Operating Year from Landlord. Within fifteen Tenant shall give Landlord not less than thirty (1530) business days following Tenant’s written days’ prior notice to Landlord of its desire intention to review Landlord’s examine and audit such books and records, and such examination and audit shall take place at such place within the continental United States as Landlord routinely maintains such books and records, unless Landlord elects to have such examination and audit take place in another location designated by Landlord in the city and state in which the Property is located. All costs of the examination and audit shall forward be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses for the Operating Year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three at least five percent (35%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all pay the reasonable costs of such examination and audit. If, pursuant to the audit audit, the payments made for such Operating Year by Tenant exceed Tenant’s required payment on account thereof for such Operating Year, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses (andor promptly refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected payments made by Tenant for such Operating Year are less than Tenant’s required payment as established by the parties confirms that the Building Operating examination and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenantaudit, Tenant shall pay the deficiency to Landlord, Landlord within thirty (30) days after conclusion of the audit is agreed examination and audit, and the obligation to or confirmed, make such payment for any period within the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord Term shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the survive expiration of the Review Period Term. Tenant shall be conclusively deemed required to deliver to Landlord a copy of its contract with its auditor and a copy of all reports produced by its auditor, and Tenant shall not be Tenant’s approval of the applicable permitted to engage an auditor which is paid on a contingency or percentage basis. If Tenant does not elect to exercise its right to examine and audit Landlord’s Statementbooks and records for any Operating Year within the time period provided for by this paragraph, Tenant shall have no further right to challenge Landlord’s statement of Operating Expenses.

Tenant’s Audit Right. Tenant shall have the right to review and/or audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13books and records regarding Tenant’s proportionate share of Operating Expenses at Landlord’s offices during normal business hours on ten (10) business days’ prior notice (“Review Notice”) once per year, provided that Tenant must notify provides written notice to Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four one hundred twenty (24120) months after the later of (i) days following Tenant’s receipt of such Landlord’s Statement or (ii) the termination annual statement of this Lease Actual Expenses (the “Review Period”). Within a reasonable time after receipt of Tenant’s review/audit notice. Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Project, Tenant gives may either inspect the records at such notice to Landlordother location or pay for the reasonable cost of copying and shipping the records. Any audit shall be conducted by Tenant’s staff or by a nationally recognized firm of certified public accountants (“Tenant’s CPA”) which, then along with Tenant, or its authorized agent which shall agrees to be bound by a non-contingency confidentiality agreement in a commercially reasonable form, on a noncontingent fee certified public accountant or auditing firm, basis. Tenant shall have no right to contest, review or audit such statement if an Event of Default has occurred and is continuing, or if Tenant fails to give such written notice during the right, at its own cost and expense Review Period. Within sixty (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 60) days after the date of records are made available to Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its the right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially give Landlord written notice (an “Objection Notice”) stating in reasonable efforts detail any objection to cause its agents and employees to, maintain all information contained in Landlord’s the books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to that Tenant or Tenant’s authorized representative a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being has reviewed. General ledgers shall be If Tenant fails to give Landlord an Objection Notice within such sixty (60) day period or fails to provide Landlord with a Review Notice within the type printed from Landlord’s particular computerized accounting system which reflect: one hundred twenty (a120) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenantday period described above, Tenant shall pay be deemed to have approved Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount ’s annual statement of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant Actual Expenses for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period year and shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementbarred from raising any claims regarding Operating Expenses for that year.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided Provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four has paid all Rent (24including Additional Rent) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If then due, Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially upon reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s books and records in strict confidence. Landlord agrees to retain such records for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to Landlord’s ownership of the Building and/or Park Place Project, until five (5) years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire and at Tenant’s sole cost and expense, to review inspect Landlord’s books and records, Landlord shall forward accounting records relative to the Direct Expenses set forth on a Statement delivered for a particular Expense Year during normal business hours at any time within one (1) year following the furnishing (as provided in Section 4.4.1 above) to Tenant of such Statement; provided that (w) such inspection shall be conducted by an employee of Tenant, a national or regional accounting or other professional auditing firm with recognized expertise in the accounting practices of first-class office buildings, or such other person designated by Tenant that is reasonably acceptable to Landlord (collectively “Tenant’s authorized representative Auditor”), (y) Tenant does not engage any Tenant’s Auditor on a full and complete copy of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each “contingent fee” basis to conduct or participate in such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balancesinspection, and (bz) Tenant and Tenant’s Auditor shall keep the results of any such inspection strictly confidential and shall not disclose the results of same to any third party; and, unless Tenant shall take written exception to any item in such Statement within such one (1) year period, such Statement shall be considered final and accepted by Tenant. Tenant acknowledges that it shall be reasonable for each expenseLandlord to object to the proposed use by Tenant of any competitors of Landlord engaged in the development and ownership of real estate on other than an incidental basis, or real estate brokers; provided, the date prohibition on the employment of real estate brokers to conduct the initial audit shall not disqualify an entity which has a real estate brokerage division in addition to other divisions, provided the real estate brokerage division is not involved in the initial audit. If the parties are unable to resolve any timely objections to a Statement within one (1) year after the Statement is sent to Tenant, then (i) either party may refer the issues raised to one of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited to invoices paid nationally recognized public accounting firms selected by Landlord or services contracts, Landlord shall cooperate with Tenant by making all pertinent records available and reasonably acceptable to Tenant, and Tenant’s employees the decision of such accounting firm shall be conclusively binding upon Landlord and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. (ii) Tenant shall bear all costs of pay the fees and expenses relating to the procedure described in clause (i) above, unless such audit it requests, except accounting firm determines that if the audit (as conducted and certified Landlord overstated Direct Expenses by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of more than three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in for such findings (orcalendar year, in which case Landlord shall pay such fees and expenses; and (iii) Landlord shall credit against the absence next payment of such concurrence, such overstatement is confirmed by binding arbitration between Tenant’s Share of Direct Expenses and Base Rent of any net reductions in Tenant’s Share of Direct Expenses for the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties preceding year arising from any Tenant objections made pursuant to such rules, clause (i) consented to by Landlord or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord shall reimburse Tenant for such overpayment. The payment of any amounts determined pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statementclause (iii) above.

Tenant’s Audit Right. Tenant shall have the right to audit the amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this Lease (the “Review Period”). If Tenant gives such notice to Landlord, then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at its own cost and expense (without a requirement that Tenant pay LandlordTenant’s costs in complying with this provision)cost, to audit, inspect and/or audit Landlord’s detailed and copy the books and records each year of Landlord with respect to Building Operating Costs and Common Area Operating Costs set forth any item of Additional Rent or cost that is passed through to Tenant as follows. Upon receipt by Tenant of the certified statement, Tenant shall have ninety (90) days to notify Landlord in such Landlord’s Statement within 120 days after the date writing of Tenant’s noticedesire to audit, inspect and copy the books and records of Landlord. Upon such written notification by Tenant, Landlord shall provide Tenant with reasonable access to its books and records at Landlord’s office during normal business hours. If Tenant does not notify provide such written notification to Landlord that it intends to commence an audit within such Review Periodthis ninety (90) day time period, Tenant shall no longer have waived its any right to audit such Landlord’s Statement. Tenant shallMinnetonka, Minnesota audit, inspect and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all information contained in Landlord’s copy the books and records in strict confidence. of Landlord agrees with respect to retain such records for Tenant’s Base Year any item of Additional Rent or cost that is passed through to Tenant and all subsequent Calendar Years associated with shall be deemed to approve the Lease, regardless of whether or not such periods were prior to Landlord’s ownership accuracy of the Building and/or Park Place Project, until five (5) years following the termination certified statement. Tenant shall not disclose to any person any information obtained in an audit of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward except to Tenant or Tenant’s authorized representative a full accountants, attorneys, lenders, employees and complete copy partners. If the results of the Building’s and the Park Place Project’s respective general ledgers, and all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and number clearly specified) and with each account’s expenses summarized by account balances, and (b) for each expense, the date of the expense, the payee/vendor, the amount (including debits and credits), and the transaction description (reflecting audit show an explanation of what the expense was for). If, after review of such documentation, Tenant desires additional information of or from Landlord’s books and records including but not limited over charge to invoices paid by Landlord or services contractsTenant, Landlord shall cooperate with credit or refund to Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such records. Tenant shall bear all costs of such audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by binding arbitration between the parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of the audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Tenant shall pay to Landlord, any over charge within thirty (30) days after completion of the audit. If the results of the audit show an undercharge to Tenant, then Tenant shall pay the difference within thirty (30) days after Tenant knows of such undercharge. Any audit by Tenant shall not be conducted by any party that is being paid on any type of contingency basis. Any audit, inspection or copying of Landlord’s books by Tenant for a calendar year shall be completed and the results of the audit provided to Landlord within one (1) year after the end of the calendar year. Any rights Tenant may have to a credit or refund for an over charge for a calendar year shall expire one (1) year after the end of the calendar year unless the audit is agreed completed and the results provided to or confirmed, Landlord within this one (1) year time period. If the audit discloses an overpayment in excess of 5% of the amount of such underpayment, and, if the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by properly chargeable to Tenant, then Landlord shall reimburse Tenant for such overpaymentthe cost of the audit. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the correctness of any Landlord’s Statement, provided that the failure of Tenant to commence an audit thereof prior to the expiration of the Review Period described herein shall be conclusively deemed to be conducted by an auditor selected by Tenant’s approval of the applicable Landlord’s Statement.