Common use of Audit Right Clause in Contracts

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

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

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

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

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are Upon not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a less than ten Business Days written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”), the Seller shall have the right to audit the books and records of the Buyer and the Company Parties for the purpose of determining the correctness of their computation and payment of any Launch Products Deferred Payment and/or Hycet Deferred Payment for up to three years prior to the date of the Audit Notice and for the purposes of determining compliance with the other covenants set forth in this Section 1.7. Upon Such audit may not be conducted more than once in any calendar year and shall be conducted during normal business hours at the receipt Seller’s cost, provided, that any accounting firm or other Representative involved enters into a reasonable confidentiality agreement with the Company (to be approved by Landlord the Company in its sole reasonable discretion) prior to commencing any such audit. The Buyer shall provide the Seller and its advisors with reasonable access to all pertinent books and records of an Audit the Company related to the Product or the Launch Products and shall reasonably cooperate with the Seller’s and its advisors’ efforts to conduct such audits. The Seller may object to any Deferred Payment Calculation by delivering a written notice of objection (a “Deferred Payment Calculation Objection Notice”), which shall specify the items in the applicable Deferred Payment Calculation disputed by Seller and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Seller delivers a Deferred Payment Calculation Objection Notice, Landlord Buyer and Seller shall instruct its property manager negotiate in good faith for up to ten Business Days to resolve the Building disputed items and agree upon the resulting amount of the Launch Products Deferred Payment and/or Hycet Deferred Payment that is the subject of the Deferred Payment Calculation Objection Notice. If Buyer and Seller are unable to meet reach agreement within ten Business Days after the Deferred Payment Calculation Objection Notice has been delivered, all unresolved disputed items shall be promptly referred to the Reviewing Accountant. The Reviewing Accountant shall be directed to render a written report on the unresolved disputed items with a designated employee of Tenant (respect to the “Tenant Representative”) applicable Deferred Payment Calculation as promptly as practicable, but in no event greater than 30 days after such submission to discuss the objections Reviewing Accountant, and to resolve only those unresolved disputed items set forth in the Audit Deferred Payment Calculation Objection Notice. Landlord If unresolved disputed items are submitted to the Reviewing Accountant, Buyer and Seller shall provide each furnish to the Tenant Representative with reasonable access to Landlord’s books Reviewing Accountant such work papers, schedules and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord other documents and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building information relating to the objections raised unresolved disputed items as the Reviewing Accountant may reasonably request. The Reviewing Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in Tenant’s Audit Noticethis Agreement and the presentations by Buyer and Seller, and not by independent review. Prior The Reviewing Accountant will not have the power to commencing such auditalter, modify, amend, add to or subtract from any term or provision of this Agreement. The resolution of the Acceptable Accountants dispute and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep calculation of the results and findings Launch Products Deferred Payment and/or Hycet Deferred Payment that is the subject of such audit confidential. Such audit the Deferred Payment Calculation Objection Notice by the Reviewing Accountant shall be limited to a determination final and binding on the parties hereto. If there has been an underpayment of whether or not Landlord calculated the Operating Expenses in accordance with aggregate Launch Products Deferred Payment and/or Hycet Deferred Payment due for the terms and conditions period being audited of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser ) of the amount due for the period, the Buyer shall reimburse the Seller for the reasonable out-of the overcharge to Tenant or $2,000.00pocket costs (including Reviewing Accountants’ fees) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only incurred by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right Seller pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently endedSection 1.7(d). In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and void.[Confidential Treatment Requested] 5

Audit Right. In the event that within ninety (90) days after of any dispute as to the amount of Tenant’s Share of Maintenance Expenses, Real Property Taxes and/or the cost of any insurance maintained by Landlord hereunder (collectively, “Expenses”), Tenant or an accounting firm selected by Xxxxxx and reasonably satisfactory to Landlord (billing hourly and not on a contingency fee basis) will have the right, by prior written notice (“Audit Notice”) given within one (1) year (“Audit Period”) following receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain final statement of the Operating such Expenses charged incurred by Landlord include costs that are not properly included within during the term immediately previous calendar year (an “Operating Expenses” or that Landlord has erred in calculating sameActual Statement”) and at reasonable times during normal business hours, Tenant shall have the right to audit Landlord’s books and accounting records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections respect to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating relative to the objections raised in Tenant’s Audit Notice. Prior year to commencing which such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Actual Statement relates at the offices of Landlord’s property manager. Notwithstanding anything contained herein In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as aforesaid. Neither Tenant nor its auditor may leave the offices of Landlord’s property manager with copies of any materials supplied by Landlord. Tenant must pay Xxxxxx’s Share of Expenses when due pursuant to the contraryterms of this Lease and may not withhold payment of such Expenses or any other rent pending results of the audit or during a dispute regarding Expenses. The audit must be completed within six (6) months of the date of Tenant’s Audit Notice subject to extension for delays caused by Landlord. If Tenant does not comply with any of the aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Xxxxxxxx has overcharged Tenant shall be entitled and Xxxxxxxx agrees with the results of such audit, then within thirty (30) days after the results of such audit are made available to exercise its Landlord, Landlord agrees to reimburse Tenant the amount of such overcharge. If the audit right reveals that Xxxxxx was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, Xxxxxx agrees to reimburse Landlord the amount of such undercharge. Xxxxxx agrees to pay the cost of such audit, provided that if the audit reveals that Xxxxxxxx’s determination of the Building’s total Expenses as set forth in the relevant Actual Statement was in error in Landlord’s favor by more than seven percent (7%) of the total amount of such Expenses pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Actual Statement, then Landlord agrees to pay the reasonable, third-party cost of such audit *** Information has been omitted pursuant to a request for confidential treatment which has been filed separately with the Securities and Exchange Commission. incurred by Tenant’s right . To the extent Landlord must pay the cost of such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit, and in no event will exceed the lesser of the amount of the error or $1,500.00. Tenant agrees to keep the results of the audit confidential and will cause its agents, employees and contractors to keep such year’s Statement shall be null results confidential. To that end, Landlord may require Tenant and voidits auditor to execute a confidentiality agreement provided by Landlord.

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

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

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

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Common Operating Expenses charged by Landlord include costs that are not properly included within the term “Common Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsectionparagraph. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for at the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office Building relating to Common Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by notify Landlord if Tenant wishes to employ an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting to inspect and auditing audit Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidentialstatement. Such audit shall be limited to a determination of whether or not Landlord calculated the Common Operating Expenses in accordance with the terms and conditions of this LeaseLease and normal and customary accounting methods used by owners of similar buildings in the area for calculating Tenant’s Common Operating Expense increase. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection section shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property managermanager at the Building. If Landlord has overcharged Tenant for Tenant’s Proportionate Share of the Common Operating Expense increase for any year, Landlord shall pay the amount of such overpayment to Tenant. If Common Operating Expenses are overstated by more than ten percent (10%), then Landlord agrees to pay the reasonable costs of such audit, not to exceed the lesser of Two Thousand and No/100 Dollars ($2,000.00) per audit or the amount of the overcharge. If Landlord has undercharged Tenant for Tenant’s Proportionate Share of the Common Operating Expense increase, Tenant shall promptly pay the amount of such underpayment to Landlord. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection section only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and void. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to audit Landlord’s books and records for a particular calendar year if another tenant in the Building has conducted an audit of Landlord’s books for the same calendar year in question. In such event, Landlord shall provide Tenant with a copy of the result of such audit and Tenant shall be bound by the results of such audit.

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

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections failure to dispute the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections amounts set forth in any Statement within the Audit NoticeReview Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. IfIf after such inspection, but within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day periodReview Period, Tenant may conduct notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the audit. Such audit proper amount shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses made in accordance with Landlord’s standard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the terms accountant to show Tenant and conditions of this Leasethe accountant the information upon which the certification is to be based. All costs and expenses of any However, if such audit shall be paid certification by Tenant; provided, however, the accountant proves that the Direct Costs set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five ten percent (510%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount each other, as are determined to have been overpaid by Tenant. Any audit performed be owing pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidcertification.

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

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

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

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

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

Audit Right. In Provided no Event of Default has occurred nor any event which, with the event passage of time and/or the giving of notice would constitute an Event of Default (it being understood and agreed that if Tenant shall cure any default within ninety applicable notice and/or cure periods, then Tenant shall thereafter be entitled to conduct such inspection or audit)), Tenant may, upon at least sixty (9060) days’ prior written notice, inspect or audit Landlord’s records relating to Building Operating Costs and/or Property Operating Costs for any periods of time within the previous fiscal year before the audit or inspection. However, no audit or inspection shall extend to periods of time before the Operating Costs Base Year. If Tenant fails to object to the calculation of Tenant’s Share of the Operating Costs Excess on the Year-End Statement within one hundred twenty (120) days after Tenant’s such statement has been delivered to Tenant and/or fails to complete any such audit or inspection within one hundred eighty (180) days after receipt of the Statement for Year End Statement, then Tenant shall be deemed to have waived its right to object to the prior calendar year, Tenant reasonably believes that certain calculation of Tenant’s Share of the Operating Expenses charged by Landlord include costs that are not properly included within Costs Excess for the term “Operating Expenses” year in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or that Landlord has erred in calculating same, Tenant inspection shall have the right to audit be conducted only at Landlord’s books and records in accordance with this subsectionoffices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise pay the cost of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenantinspection; provided, however, in the event it is ultimately determined that Landlord if such audit discloses that Tenant has overstated Operating Expenses been overcharged by more than five percent (5%), then Landlord shall reimburse Tenant for up to $5,000 of Tenant’s reasonable, reasonable out-of-of pocket cost costs incurred in connection with such audit. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s Share of the audit Operating Costs Excess previously charged to Tenant, then, provided no Event of Default has occurred nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, it being understood and agreed that if Tenant shall cure any default within applicable notice and/or cure periods, then Tenant shall thereafter be entitled to exercise its such credit or refund, as applicable), Tenant may credit the difference against the next installment of additional rent on account of Operating Costs due hereunder, except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If such inspection or audit right pursuant reveals an underpayment by Tenant, then Tenant shall pay to this subsection only in strict accordance with Landlord, as additional rent hereunder, any underpayment of any such costs, as the foregoing procedures no more often than once per calendar year and each case may be, within thirty (30) days after receipt of an invoice therefor. Tenant shall maintain the results of any such audit or inspection confidential and shall relate only not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the calendar year most recently endedresults of such audit or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the results of such audit or inspection confidential. In The provisions of this Section 5.2(1) shall survive the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidexpiration or earlier termination of this Lease.

Audit Right. In Lessee shall have the event that within ninety right, at its expense and upon written notice given to Lessor no later than one hundred twenty (90120) days after Tenant’s receipt of the Statement annual statement showing Lessee’s share of actual Common Area Operating Expenses for the prior calendar preceding year, Tenant reasonably believes that certain to make an audit of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameall of Lessor’s bills, Tenant shall have the right to audit Landlord’s books records, receipts, insurance certificates and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office policies relating to Operating Expenses for the immediately preceding calendar year year. Upon such written request of Lessee, Lessor shall make available to Lessee, during normal business hours, at the location where Lessor’s books and records are kept, such information as Lessee shall reasonably request. Lessor shall cooperate with Lessee in question in order its explanation of its bills and records. Lessee reserves the right to attempt retain the services of an independent certified public accountant for such audit, which accountant shall not be paid by a contingent or percentage based fee. Lessee shall diligently complete any such audit of Operating Expenses and shall deliver to resolve Lessor the issues raised written results of such audit within fifteen (15) business days after Lessee receives the same. If such audit discloses an overpayment by Tenant in the Audit Notice. IfLessee, Lessor shall pay such amount to Lessee within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the auditdays. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of If such audit confidential. Such audit shall be limited to discloses a determination discrepancy in excess of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord Lessor shall reimburse Tenant Lessee for Tenant’s reasonable, out-of-pocket cost the reasonable costs of the audit. If such audit discloses additional amounts due from Lessee, Lessee shall pay such amounts within fifteen (but 15) business days of completion of such audit. Should Lessor disagree with the results of Lessee’s audit, Lessor and Lessee shall refer the matter to a mutually acceptable independent certified public accountant, who shall work in no event good faith with Lessor and Lessee to exceed resolve the lesser discrepancy. The fees and costs of such independent accountant to which such dispute is referred shall be borne by the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant unsuccessful party and shall be shared pro rata to the terms of this subsection extent each party is unsuccessful as determined by such independent certified public account, whose decision shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year final and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidbinding.

Audit Right. In the event Tenant disputes the amount of the actual Operating Expenses and Property Taxes set forth in the statement delivered by Landlord to Tenant pursuant to this Article 7, Tenant shall have the right, at Tenant's sole cost, after five (5) business days' prior written notice to Landlord, to inspect at Landlord's office during normal business hours Landlord's books and records concerning the Operating Expenses and Real Property Taxes set forth in such statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Operating Expenses and Property Taxes set forth in any statement, unless Tenant does so within one (1) year immediately following Landlord's delivery of the particular statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 7.3, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 7 in accordance with such statement provided, however, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described below. If after such inspection, Tenant still disputes the amount of the Operating Expenses and Real Property Taxes set forth in the statement, Tenant shall have the right, within the ninety (90) days after Tenant’s receipt thereafter, to cause an independent certified public accountant firm, as selected by Tenant and approved by Landlord (the "Accountant"), to commence and complete an audit of Landlord's books and records to determine the Statement for the prior calendar year, Tenant reasonably believes that certain proper amount of the Operating Expenses charged and Real Property Taxes incurred and amounts payable by Tenant for the particular year which is the subject of such statement, which audit shall be final and binding upon Landlord include costs that are not properly included within the term “Operating Expenses” or and Tenant. If such audit reveals that Landlord has erred in calculating sameover-charged Tenant, Tenant then Landlord shall have credit against Tenant's rental obligations next falling due the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise amount of such over-charge with interest at the Applicable Interest Rate. If the audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide reveals that the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. Ifwas under-charged, then within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidentialare made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge with interest at the Applicable Interest Rate. Such audit shall be limited Tenant agrees to a determination pay the costs of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by unless the Accountant determines that Landlord's original statement which was the subject of such audit was in error to Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses 's disadvantage by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost ) of the Operating Expenses and Real Property Taxes. The payment by Tenant of any amounts pursuant to this Article 7 shall not preclude Tenant from questioning the correctness of any statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object in writing thereto, conduct and complete its inspection and request that Landlord have the Accountant conduct the audit (but as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant's approval of the statement in no event to exceed the lesser of question and the amount of Operating Expenses and Real Property Taxes shown thereon. Notwithstanding the overcharge foregoing, if Tenant disputes a line-item amount on any such statement, Tenant may request a copy of the supporting documents be sent to Tenant or $2,000.00) plus the amount determined to have been overpaid by without exercising all of Tenant. Any 's audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidrights as described herein.

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

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

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

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

Audit Right. In the event Tenant disputes the amount of Excess as set forth in the Statement for a particular Expense Year, Tenant shall have the right, at Tenant’s sole cost and not more frequently than once every calendar year, after fourteen (14) days prior written notice to Landlord, to inspect, at Landlord’s office during normal business hours, Landlord’s books, records and supporting documents concerning the Direct Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Excess set forth in any such Statement, unless Tenant notifies Landlord of such objection and dispute and completes such inspection within one-hundred and twenty (120) days immediately following Landlord’s delivery of the particular Statement in question (the “Review Period”); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant’s exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.4.2, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Direct Expenses set forth in the Statement, Tenant shall have the right, within the Review Period, to cause an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the “Accountant”) to complete an audit of Landlord’s books and records pertaining to Direct Expenses to determine the proper amount of the Direct Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within fourteen (14) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the “Big 4” accounting firms, which is not paid on a contingency basis and which is selected by Tenant and reasonably approved by Landlord. If such audit reveals that Landlord has over-charged Tenant, then within ninety (90) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge or provide Tenant with a credit equal to such under-charge towards Rent next coming due and payable. If the audit reveals that the Tenant was under-charged, then within ninety (90) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original Statement which was the subject of such audit was in error to Tenant’s receipt disadvantage by ten percent (10%) or more of the Direct Expenses which was the subject of such audit. The failure of Tenant to object to any Statement, conduct and complete its inspection and have the Accountant conduct and complete the audit as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant’s approval of the Statement for in question and the prior calendar yearamount of Excess shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.4.2, Tenant reasonably believes that certain agrees to keep, and to cause all of Tenant’s employees and consultants and the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameAccountant to keep, Tenant shall have the right to audit all of Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting all information pertaining thereto and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results thereof, strictly confidential, and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contraryconnection therewith, Tenant shall be entitled cause such employees, consultants and the Accountant to exercise its audit right pursuant execute such reasonable confidentiality agreements as Landlord may require prior to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each conducting any such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidinspections and/or audits.

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

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

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

Audit Right. In the event that of any dispute as to any Operating Expenses payable by Tenant as shown in a reconciliation statement as provided in the last sentence of Paragraph 12.2 above, Tenant shall have the right, within ninety (90) days after the date of Tenant’s receipt of such reconciliation statement and after reasonable notice and at reasonable times, to inspect Landlord’s records pertaining to Operating Expenses for the applicable calendar year in question at Landlord’s office. Tenant’s failure to exercise its right to inspect records pertaining to Operating Costs for any calendar year within ninety (90) days after the date of Tenant’s receipt of the Statement reconciliation statement for the prior such calendar year, Tenant reasonably believes that certain year shall be deemed Tenant’s waiver of its right to inspect Landlord’s records for such calendar year and acceptance of the Operating Expenses charged paid by Tenant for such calendar year (or applicable portion thereof). If, after such inspection, Tenant still disputes the Operating Costs paid by Tenant for such calendar year (or applicable portion thereof), Tenant may have a certification as to Tenant’s Operating Expenses for such calendar year made by an independent certified public accountant. The accountant or accounting firm retained by Tenant shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld. It shall not be unreasonable for Landlord include costs that are not properly included within to withhold its consent if the term “certified public accountant or accounting firm has any conflict of interest with respect to Landlord, as determined by Landlord, or is then involved in a dispute which also involves Landlord. In no event, however, shall Tenant retain an independent certified public accountant or accounting firm whose compensation is based on a percentage of any savings to Tenant of Operating Expenses” or that Landlord has erred in calculating sameExpenses resulting from such certification. Promptly upon receipt of the certification from its accountant, Tenant shall have deliver a copy of the right certification to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with When a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections final determination has been made as to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeamount in dispute, Landlord shall instruct its property manager for pay the Building amount determined to meet with a designated employee of be owed to Tenant, or Tenant (shall pay the “Tenant Representative”) amount determined to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access be owed to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, as applicable, within thirty (30) days after Landlord’s receipt the date of the Audit Notice, Landlord and Tenant are unable final determination. As a condition precedent to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration its exercise of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose rights of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrarydispute as set forth herein, Tenant shall be entitled timely pay to exercise its audit right pursuant Landlord all amounts set forth in the reconciliation statement which Tenant wishes to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voiddispute.

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

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

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are Upon not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a less than ten Business Days written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”), the Sellers shall have the right to audit the books and records of the Company Parties for the purpose of determining the correctness of their computation and payment of any Deferred Payment for up to three years prior to the date of the Audit Notice and for the purposes of determining compliance with the other covenants set forth in this Section 1.6. Upon Such audit may not be conducted more than once in any calendar year and shall be conducted during normal business hours at the receipt Sellers’ cost, provided, that any accounting firm or other Representative involved enters into a reasonable confidentiality agreement with the Company (to be approved by Landlord the Company in its sole reasonable discretion) prior to commencing any such audit. The Buyer shall provide the Sellers and their advisors with reasonable access to all pertinent books and records of an Audit the Company related to the Products and shall reasonably cooperate with the Sellers’ and their advisors’ efforts to conduct such audits. The Sellers may object to any Deferred Payment Calculation by delivering a written notice of objection (a “Deferred Payment Calculation Objection Notice”), which shall specify the items in the applicable Deferred Payment Calculation disputed by the Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If the Sellers deliver a Deferred Payment Calculation Objection Notice, Landlord Buyer and the Sellers shall instruct its property manager negotiate in good faith for up to ten Business Days to resolve the Building disputed items and agree upon the resulting amount of the Deferred Payment that is the subject of the Deferred Payment Calculation Objection Notice. If Buyer and the Sellers are unable to meet reach agreement within ten Business Days after the Deferred Payment Calculation Objection Notice has been delivered, all unresolved disputed items shall be promptly referred to the Reviewing Accountant. The Reviewing Accountant shall be directed to render a written report on the unresolved disputed items with a designated employee of Tenant (respect to the “Tenant Representative”) applicable Deferred Payment Calculation as promptly as practicable, but in no event greater than 30 days after such submission to discuss the objections Reviewing Accountant, and to resolve only those unresolved disputed items set forth in the Audit Deferred Payment Calculation Objection Notice. Landlord If unresolved disputed items are submitted to the Reviewing Accountant, Buyer and the Sellers shall provide each furnish to the Tenant Representative with reasonable access to Landlord’s books Reviewing Accountant such work papers, schedules and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord other documents and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building information relating to the objections raised unresolved disputed items as the Reviewing Accountant may reasonably request. The Reviewing Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in Tenant’s Audit Noticethis Agreement and the presentations by Buyer and the Sellers, and not by independent review. Prior The Reviewing Accountant will not have the power to commencing such auditalter, modify, amend, add to or subtract from any term or provision of this Agreement. The resolution of the Acceptable Accountants dispute and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep calculation of the results and findings Deferred Payment that is the subject of such audit confidential. Such audit the Deferred Payment Calculation Objection Notice by the Reviewing Accountant shall be limited to a determination final and binding on the parties hereto. If there has been an underpayment of whether or not Landlord calculated the Operating Expenses in accordance with aggregate Deferred Payment due for the terms and conditions period being audited of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%)) of the amount due for the period, then Landlord the Buyer shall reimburse Tenant the Sellers for Tenant’s reasonable, the reasonable out-of-pocket cost of the audit costs (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00including Reviewing Accountants’ fees) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only incurred by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right Sellers pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidSection 1.6(d).

Audit Right. In Each Adjustment Statement shall include reasonable detail for the event applicable Expenses. Tenant shall have the right, within one hundred twenty (120) days after receipt of an Adjustment Statement (“Audit Period”), upon reasonable advance notice to Landlord, to inspect, review, audit and photocopy (and/or to have an independent consultant inspect, review, audit and photocopy) Landlord’s accounting records related to Rent Adjustments. If Tenant does not notify Landlord that it elects to inspect, review, audit and photocopy (and/or to have an independent consultant inspect, review, audit and photocopy) Landlord’s accounting records related to Rent Adjustments within said ninety (90) days after Tenant’s receipt of the Statement for the prior calendar yearday period, Tenant reasonably believes that certain of shall be deemed to have approved the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” Adjustment Statement. If such inspection, review or audit reveals that Landlord has erred in calculating sameovercharged Tenant, Tenant shall have notify Landlord of such overcharge within thirty (30) days after the right to audit Landlord’s books and records in accordance with this subsectionexpiration of the Audit Period. If Tenant does not notify Landlord within said thirty (30) day period that Landlord has overcharged it, Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period be deemed to have agreed that it was not overcharged and a statement enumerating reasonably detailed reasons for Tenant’s objections to have approved the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit NoticeAdjustment Statement. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. Ifshall, within thirty (30) days after notice to Landlord’s receipt , reimburse Tenant for the amount of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenantovercharge; provided, however, that if Landlord desires to contest such results, Landlord may do so by submitting the results of the audit to arbitration pursuant to the commercial rules of the American Arbitration Association within twenty (20) days of receipt of the results, and the results of any such arbitration shall be final and binding on Landlord and Tenant. The arbitrator shall be an independent consultant with at least five (5) years’ experience in the event it review of operating expenses for properties comparable to the Project or a certified public accountant. Tenant agrees to pay the cost of its inspection, review, audit and arbitration; provided, however, notwithstanding the foregoing to the contrary, if the result of the arbitration is ultimately determined that Landlord has overstated Operating Expenses overcharged Tenant by more than five percent (5%)) of the actual Expenses for such year, then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost pay the reasonable costs of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to and all reasonable costs and expenses incurred in the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidarbitration.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right (for a period of twenty-four (24) months after receipt of each Landlord's statement delivered to audit Landlord’s books and records Tenant pursuant to Section 4.3, but in accordance with this subsection. Tenant shall exercise all events such audit right by providing Landlord with a written shall be exercised, if at all, not later than six [6] months after the Expiration Date) at reasonable times and upon reasonable notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s , at Tenant's expense, to inspect Landlord's books and records at the property manager’s office relating pertaining to Operating Expenses for each year of the calendar year Term. If after such inspection Tenant disputes any Operating Expense Increases charged to Tenant, then Tenant shall be entitled to retain a national, independent certified public accountant to audit and/or review Landlord's books and records pertaining to the Development to determine the proper amount of Tenant's Prorata Share of Operating Expense Increases. If such audit reveals that Landlord has overcharged Tenant, then within five (5) days after the results of such audit are made available to Landlord, Landlord shall reimburse Tenant the amount of such overcharge. If such audit reveals that Landlord has undercharged Tenant, then within five (5) days after the results of such audit are made available to Landlord, Tenant shall reimburse Landlord the amount of such undercharge. Tenant shall pay all costs of such audit, unless the results thereof reveal that Tenant was overcharged by more than three percent (3%) of Tenant's PRO RATA share, in question in order to attempt to resolve the issues raised by which case Landlord shall reimburse Tenant in the Audit Notice. If, for all costs thereof within thirty (30) days after Landlord’s 's receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of audit results. Any such 30-day period, Tenant may conduct the audit. Such inspection or audit shall be performed by an independenttake place at the office of Landlord's management company where the books concerning the Property, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to or the objections raised in Tenant’s Audit Notice. Prior to commencing such auditDevelopment are regularly kept, the Acceptable Accountants during regular business hours, and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more upon no less than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidbusiness days' prior written notice.

Audit Right. In the event that within ninety (90) days after of any dispute as to the amount of Tenant’s Share of Maintenance Expenses, Real Property Taxes and/or the cost of any insurance maintained by Landlord hereunder (collectively, “Expenses”), Tenant or an accounting firm selected by Tenant and reasonably satisfactory to Landlord (billing hourly and not on a contingency fee basis) will have the right, by prior written notice (“Audit Notice”) given within one (1) year (“Audit Period”) following receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain final statement of the Operating such Expenses charged incurred by Landlord include costs that are not properly included within during the term immediately previous calendar year (an “Operating Expenses” or that Landlord has erred in calculating sameActual Statement”) and at reasonable times during normal business hours, Tenant shall have the right to audit Landlord’s books and accounting records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections respect to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating relative to the objections raised in Tenant’s Audit Notice. Prior year to commencing which such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Actual Statement relates at the offices of Landlord’s property manager. Notwithstanding anything contained herein In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection (except as expressly provided below), or (iv) perform any other tasks other than making available such accounting records as aforesaid. Tenant must pay Tenant’s Share of Expenses when due pursuant to the contrary, Tenant shall terms of this Lease and may not withhold payment of such Expenses or any other rent pending results of the audit or during a dispute regarding Expenses. The audit must be entitled to exercise its audit right pursuant to this subsection only in strict accordance with completed within sixty (60) days of the foregoing procedures no more often than once per calendar year date of Tenant’s Audit Notice and each the results of such audit shall relate only be delivered to Landlord within ninety (90) days of the calendar year most recently endeddate of Tenant’s Audit Notice. In If Tenant does not comply with any of the event aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has overcharged Tenant and Landlord agrees with the results of such audit, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord agrees to reimburse Tenant the amount of such overcharge. If the audit reveals that Tenant fails was undercharged, then within thirty (30) days after the results of the audit are made available to notify Tenant, Tenant agrees to reimburse Landlord within the foregoing 90-day period amount of such undercharge. Tenant agrees to pay the cost of such audit, provided that Tenant objects if the audit reveals that Landlord’s determination of the Building’s total Expenses as set forth in the relevant Actual Statement was in error in Landlord’s favor by more than five percent (5%) of the total amount of such Expenses pursuant to the such Actual Statement, then Landlord agrees to pay the reasonable, third-party cost of such audit incurred by Tenant’s right . To the extent Landlord must pay the cost of such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit. Tenant agrees to keep the results of the audit confidential and will cause its agents, employees and contractors to keep such year’s Statement shall be null results confidential. To that end, Landlord may require Tenant and voidits auditor to execute a commercially reasonable confidentiality agreement provided by Landlord.

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

Audit Right. In the event that within Within ninety (90) days after Tenant’s receipt receiving any Statement (the "Review Notice Period"), Tenant may give Landlord written notice ("Review Notice") stating that Tenant elects to review Landlord's calculation of the Statement Direct Expenses for the prior calendar yearExpense Year to which such Statement applies and identifying, Tenant reasonably believes that certain with reasonable specificity, the components ("Components") of the Operating Direct Expenses charged which Tenant wishes to review, the good faith grounds Tenant has for believing that the Components are overstated or computed incorrectly, and the records of Landlord reasonably relating to the Components that Tenant desires to review. Within a reasonable time after receiving a timely Review Notice (and, at Landlord's option, an executed commercially reasonable confidentiality agreement as described below), Landlord shall deliver to Tenant, or make available for inspection at a location reasonably designated by Landlord, copies of such records. Landlord shall make all pertinent records available for inspection at a location specified by Landlord include costs in the San Francisco Bay Area, that are reasonably necessary for Tenant to conduct its review. Such books and records may not properly included within the term “Operating Expenses” or that Landlord has erred in calculating samebe removed from Landlord's offices, but Tenant shall have the right to copy the same. Within sixty (60) days after such records are made available to Tenant (the "Objection Period"), Tenant may deliver to Landlord written notice (an "Objection Notice") stating with reasonable specificity any objections to the amount of or inclusion of the Components in the Statement, in which event Landlord and Tenant shall work together in good faith to resolve Tenant's objections. Tenant may not deliver more than one Review Notice or more than one Objection Notice with respect to any Expense Year used by Landlord for computing Direct Expenses. If Tenant fails to give Landlord a Review Notice before the expiration of the Review Notice Period or fails to give Landlord an Objection Notice before the expiration of the Objection Period, Tenant shall be deemed to have approved the Statement. If Tenant retains an agent to review Landlord's records, the agent must be a reputable certified public accountant (which accountant is a member of a reputable independent nationally or regionally recognized accounting firm and has had previous experience in reviewing financial operating records of landlords of Comparable Buildings; provided that such accountant is not retained by Tenant on a contingency fee basis). No such audit Landlord’s books and records may be performed by any person or entity who, within the last five (5) years, has performed any review or audit of Direct Expenses for any tenant in accordance with this subsectionany part of the Project. Tenant shall exercise be responsible for all costs of such review, except as expressly set forth below. The records and any related information obtained from Landlord shall be treated as confidential, and as applicable only to the Premises, by Tenant, its auditors, consultants, and any other parties reviewing the same on behalf of Tenant (collectively, "Tenant's Auditors"). Before making any records available for review, Landlord may require Tenant and Tenant's Auditors to execute a reasonable confidentiality agreement. Notwithstanding any contrary provision hereof, Tenant may not give any notice hereunder, examine Landlord's records or dispute any Statement Tenant is in default under this Lease beyond the expiration of any applicable notice and cure periods. If, for any Expense Year used by Landlord for computing Direct Expenses, the audit right by providing Landlord with a written notice Tenant's Auditors determines that the sum of Tenant’s exercise 's Share of such audit right within such 90-day period Direct Expenses is less or more than the amount reported, Tenant shall receive a credit in the amount of its overpayment against Rent then or next due hereunder, or shall pay Landlord the amount of its underpayment with the Rent next due hereunder; provided, however, that if this Lease has expired or terminated and a statement enumerating reasonably detailed reasons for Tenant’s objections to Tenant has vacated the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit NoticePremises, Landlord shall instruct its property manager for pay Tenant the Building to meet with a designated employee amount of Tenant's overpayment (less any Rent due), or Tenant (shall pay Landlord the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. Ifamount of Tenant's underpayment, within thirty (30) days after Landlord’s receipt such determination. Further, in the event that such audit by Tenant's Auditors reveals that Tenant was over-charged by more than seven percent (7%) of aggregate Direct Expenses, then Landlord shall also promptly reimburse Tenant for the Audit Noticeactual cost of performing the audit. In the event Landlord disputes the conclusion of such audit, Landlord may retain its own auditors to examine the aspects of such audit which it disputes. If the results of any such audit conducted by Landlord are in conflict with the results of Tenant's audit, and Tenant if the parties are unable to resolve Tenant’s objections, then not later than fifteen such conflict within thirty (1530) days after of receipt of the expiration results of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such 's audit, the Acceptable Accountants parties shall submit the results to a third (3rd) auditor, who is mutually acceptable to each of Landlord and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results who is an independent certified public accountant and whose compensation is split evenly between Landlord and Tenant. The findings of such audit third (3rd) auditor shall be dispositive as between Landlord and Tenant and shall remain confidential. Such Notwithstanding anything to the contrary set forth above, Tenant's audit rights under this Section 4.8 shall be limited conditioned upon Tenant having paid the total amounts billed by Landlord for Direct Expenses within the time stipulated in above for payment (including, without limitation, the contested amounts). In no event shall this Section 4.8 be deemed to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses allow any review of any such audit of Landlord's records by any subtenant of Tenant. Tenant agrees that this Section 4.8 shall be paid the sole method to be used by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of dispute the amount of the overcharge to any Direct Expenses payable or not payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

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

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

Audit Right. In (i) Landlord shall maintain books of account that shall be open to Tenant and its representatives. Tenant shall have the event that within ninety (90) days after right, at Tenant’s receipt of expense, to examine Landlord’s books and records relating to the Statement for Premises and the prior calendar year, Building so that Tenant reasonably believes can (i) determine that any Operating Expenses and/or other Expenses have been paid or incurred; (ii) confirm that certain of the Operating Expenses charged by Landlord include includes costs that are not properly included within the term “Operating Expenses” or ”, and/or (iii) to confirm Landlord’s calculation of Operating Expenses; provided that Landlord has erred in calculating sameif Tenant fails to exercise such right for more than twelve (12) months following its receipt of Landlord’s final written determination of Operating Expenses for a particular calendar year, Tenant shall be deemed to have the waived its right to audit and contest Landlord’s books determination of such Operating Expenses for that calendar year, and, in such event, Landlord’s determination for the applicable calendar year shall become final and records in accordance with binding on Landlord and Tenant for all purposes under this subsectionLease. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such ninety (90-day period and a statement enumerating reasonably detailed reasons for ) days following Tenant’s objections to the Statement issued by Landlord receipt of Landlord’s final written determination of Operating Expenses for a particular calendar year (the “Audit Notice”). Upon the receipt by Landlord of an If Tenant provides a timely Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses shall be open for the calendar year in question in order to attempt to resolve the issues raised copying or inspection at Landlord’s corporate business office upon reasonable notice and at reasonable times by Tenant in the Audit Notice. Ifand its duly authorized representatives, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit who shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating have reasonable access to the objections raised in Tenant’s Audit Notice. Prior same and the right to commencing require of Landlord, its agents and employees, such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether information or not Landlord calculated the Operating Expenses in accordance explanation with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant respect to the terms of this subsection shall same as may reasonably be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidnecessary for a proper examination thereof.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees, real estate advisory firm or independent certified public accountant (which firm or accountant is nationally or regionally recognized and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s receipt of the Audit Noticestandard accounting practices, at Tenant’s expense, by an independent certified public accountant mutually selected by Landlord and Tenant are unable to resolve and who is a member of a nationally or regionally recognized accounting firm. Tenant’s objections, then not later than fifteen failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant’s approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for accountant proves that the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Direct Costs set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the lesser of sole method to be used by Tenant to dispute the amount of the overcharge to any Direct Costs payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

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

Audit Right. In Provided there is no Event of Default nor any event which, with the event that passage of time and/or the giving of notice would constitute an Event of Default, Tenant may, upon at least thirty (30) days’ prior written notice, inspect or audit Landlord’s records relating solely to Operating Expenses for the fiscal year covered by the Statement in question. However, no audit or inspection shall extend to periods of time before the Lease Commencement Date. If Tenant fails to object to the calculation of Operating Expenses on any Statement within sixty (60) days after such Statement has been delivered to Tenant and/or fails to complete any such audit or inspection within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar yearapplicable Statement, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, then Tenant shall be deemed to have the waived its right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections object to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord calculation of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year Expense Year in question in order and the calculation thereof as set forth on such Statement shall be final. Landlord’s records shall be made available electronically or, at Landlord’s election, at Landlord’s offices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any Expense Year. If such inspection or audit reveals that Tenant was overcharged and Landlord does not reasonably object to attempt such inspection or audit results, then, provided no Event of Default has occurred nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default, and provided, further, that Tenant has delivered to resolve Landlord a copy of the issues raised by final inspection or audit report reflecting such error, Tenant in may credit the Audit Notice. Ifdifference against the next installment of additional rent on account of Operating Expenses due hereunder, except that if such difference is determined after the end of the Lease Term, Landlord shall refund such difference to Tenant within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating determination to the objections raised in Tenant’s Audit Noticeextent that such difference exceeds any amounts then due from Tenant to Landlord. Prior to commencing If such audit, the Acceptable Accountants and inspection or audit reveals that Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses was overcharged by more than five percent (5%), and Landlord does not reasonably object to such inspection or audit results, then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket up to $7,500 of the cost of the audit. If such inspection or audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid reveals an underpayment by Tenant, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the case may be, within thirty (30) days after receipt of an invoice therefor. Any Tenant shall maintain the results of any such audit performed pursuant or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the terms results of this subsection shall be conducted only by the Acceptable Accountants at the offices of such audit or inspection, and (C) which executes Landlord’s property manager. Notwithstanding anything contained herein standard confidentiality agreement whereby it shall agree to maintain the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each results of such audit shall relate only to the calendar year most recently endedor inspection confidential. In the event Tenant hereby acknowledges and agrees that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s sole right to audit such year’s contest the Statement shall be null as expressly set forth in this Section 4.4.2. Tenant hereby waives any and voidall other rights provided pursuant to any Applicable Laws to examine Landlord’s books and records and/or to contest the Statement. No subtenant or licensee shall have any right to conduct any such examination.

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

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

Audit Right. In the event that within ninety Within seventy-five (9075) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default under this Lease and provided further that Tenant and such accountant or representative shall, and each of them shall cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records one (1) time during any twelve (12) month period. If after such inspection, but no later than forty-five (45) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Landlord’s standard accounting practices, at Tenant’s exercise expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within forty-five (45) days after the Review Period shall be deemed to constitute Tenant’s approval of such audit Statement and Tenant, thereafter, waives the right within or ability to dispute the amounts set forth in such 90-day period Statement. If Tenant timely delivers the Review Notice and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Dispute Notice, Landlord shall instruct its property manager for cooperate in good faith with Tenant and the Building accountant to meet with a designated employee of show Tenant (and the “Tenant Representative”) accountant the information upon which the certification is to discuss be based. However, if such certification by the objections accountant proves that the Direct Costs charged to Tenant, as set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five ten percent (510%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but accountant and the cost of such certification shall be paid for by Landlord, provided that in no event to exceed the lesser shall Landlord be responsible for costs hereunder in excess of the amount of such overstatement. Promptly following the overcharge parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant or $2,000.00) plus agrees that this section shall be the sole method to be used by Tenant to dispute the amount determined to have been overpaid of any Direct Costs payable by Tenant. Any audit performed Tenant pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are Upon not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written less than ten Business Days notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon , the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for Buyers may audit the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at of the property manager’s office relating to Operating Expenses for the Payor once every calendar year in question in order to attempt determine the computation of any Royalty Payment for up to resolve three years prior to the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt date of the Audit Notice, Landlord and Tenant are unable provided that no audit for a given year shall be repeated pursuant to resolve Tenant’s objectionsthis provision, then not later than fifteen (15) days after but shall be final in all respects for the expiration period reviewed upon completion of such 30-day period, Tenant may conduct the audit. Such audit shall be performed conducted during normal business hours at the Buyers’ cost, provided that any Representative involved enters into a reasonable confidentiality agreement with the Payor (to be approved by an independent, reputable certified public accounting firm charging for the Payor in its services on an hourly rate (sole reasonable discretion) prior to commencing any such audit. The Payor shall provide the Buyers and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s their Representatives with reasonable access to all such books and records and shall reasonably cooperate with the Buyers’ and their Representatives’ efforts to conduct such audits. The Buyers may object to any Royalty Calculation by delivering a notice of objection (a “Royalty Objection Notice”), which shall specify the disputed items in the Royalty Calculation and shall describe in reasonable detail the basis for such objection, as well as the Building amount in dispute. If the Buyers deliver Payor such Notice, Payor and Buyers shall negotiate in good faith for up to ten Business Days to resolve the disputed items and agree upon the resulting amount of the disputed Royalty Payment. If Payor and Buyers are unable to reach such agreement, all unresolved disputed items shall be promptly referred to the Reviewing Accountant. The Reviewing Accountant shall render a written report on only such items as promptly as practicable, but in no event greater than 30 days after such referral. If disputed items are submitted to the Reviewing Accountant, Payor and Buyers shall furnish to the Reviewing Accountant such work papers, schedules and other documents and information relating to the objections raised in Tenant’s Audit Noticeitems as the Reviewing Accountant may reasonably request. Prior The Reviewing Accountant shall resolve the disputed items based solely on the provisions of this Agreement and the presentations by Payor and Buyers, and not by independent review. The Reviewing Accountant will not have the power to commencing such audit, amend this Agreement. The resolution of the Acceptable Accountants dispute and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep calculation of the results and findings of such audit confidential. Such audit Royalty Payment by the Reviewing Accountant shall be limited to a determination final and binding on the Payor and the Buyers. If there has been an underpayment of whether or not Landlord calculated the Operating Expenses in accordance with Royalty Payment due for the terms and conditions period being audited of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%)) of the amount due for the period, then Landlord the Payor shall reimburse Tenant the Buyers for Tenant’s reasonable, the reasonable out-of-pocket cost of costs (including the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00Reviewing Accountants’ fees) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only incurred by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right Buyers pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidSection 2(d).

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

Audit Right. In Tenant, at its expense, shall have the event right upon fifteen (15) days prior written notice to Landlord ("Tenant's Audit Notice") to be given only within two (2) months after Tenant receives the annual statement of additional rent under Paragraph 7(a) to audit Landlord's books and records relating to such statement for such immediately preceding calendar year, subject to the following terms and conditions: (a) No audit shall be conducted at any time that within ninety Tenant is in default of any of the terms of this Lease; (90b) any audit shall be conducted only by independent certified public accountants practicing for an accounting firm of national or regional prominence, employed by Tenant on an hourly or fixed fee basis, and not on a contingency fee basis; and (c) Tenant shall not audit Landlord's books and records more than one (1) time for any calendar year. Tenant acknowledges that Tenant's right to inspect Landlord's books and records with respect to Operating Expenses for the preceding calendar year is for the exclusive purpose of determining whether Landlord has complied with the terms of the Lease with respect to Tenant's Share of Operating Expenses. Tenant shall have thirty (30) days after Tenant’s 's Audit Notice to complete Tenant's inspection of Landlord's books and records concerning Tenant's Share of Operating Expenses at Landlord's accounting office. During its inspection Tenant agrees to request, in writing, all pertinent documents relating to the inspection. If in Landlord's possession, Landlord will provide such documents to Tenant within ten (10) days from Landlord's receipt of the Statement for the prior calendar yearrequest and Tenant shall not remove such records from Landlord's accounting office, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, but Tenant shall have the right to audit Landlord’s books and records in accordance with this subsectionmake copies of the relevant documents at Tenant's expense. Tenant shall exercise such audit right by providing deliver to Landlord with a written notice copy of Tenant’s exercise the results of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after its receipt by Tenant. The nature and content of any audit are strictly confidential. Tenant, on behalf of its accountant, employees and agents shall not disclose the expiration information obtained from the audit to any other person or entity, including, without limitation, any other tenant in the Building, or any agent, employee, officer, shareholder, partner, accountant or attorney of such 30-day periodtenant in the Building, Tenant except as may conduct the audit. Such audit shall reasonably be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised required in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants any dispute between Landlord and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep where the results and findings of such audit confidentialare at issue. Such audit A breach of this confidentiality agreement shall be limited to a determination constitute an Event of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of Default under this Lease. All costs and expenses No assignee shall conduct an audit for any period during which such assignee was not in possession of any such the Premises. If Tenant's audit shall be paid by Tenant; provided, however, in the event it is ultimately determined shows that Landlord has overstated Operating Expenses are overstated by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonableagrees to pay the reasonable costs of such audit, out-of-pocket cost of the audit (but in no event not to exceed the lesser of the amount of the overcharge to Tenant or Five Thousand and 00/100 Dollars ($2,000.005,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidaudit.

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

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

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

Audit Right. In Tenant shall have the event that one time annual right to review and/or audit Landlord’s books and records regarding Operating Costs at Landlord’s offices during normal business hours on ten (l0) business days’ prior notice given within ninety (90) days three months after Tenant’s receipt of the Annual Statement for (the prior calendar year“Review Period”). Any audit shall be conducted by a regionally recognized auditor reasonably approved by Landlord (“Tenant’s Auditor”) which, along with Tenant, agrees to be bound by a confidentiality agreement in form proposed by Landlord, on a noncontingent fee basis, and must be completed and submitted to Landlord within sixty (60) days after Tenant begins the audit. Tenant shall have no right to contest, review or audit such statement if it fails to give such written notice during the Review Period. Landlord may elect to contest the conclusion of Tenant’s Auditor by giving a written contest notice (the “Contest Notice”) to Tenant within sixty (60) days after receipt of the audit, such Contest Notice containing the name of a firm of certified public accountants appointed by Landlord (“Landlord’s CPA”). Landlord’s CPA and Tenant’s Auditor shall meet and confer within 30 days after the Contest Notice is given in an attempt to agree on any disputed items. If Landlord’s CPA and Tenant’s Auditor are unable to agree on all disputed items within 45 days after the Contest Notice, then each of Landlord’s CPA and Tenant’s Auditor shall propose and deliver to each other in writing an amount to be paid by Tenant to Landlord or Landlord to Tenant relating to the Operating Costs being audited. Tenant’s Auditor and Landlord’s CPA shall agree on a third CPA experienced in real estate accounting unaffiliated with Landlord, Tenant reasonably believes that certain and their respective CPA’s and/or auditors and who has not worked for Landlord, Tenant or their respective CPA’s in the last ten (10) years. Such third CPA (the “Deciding CPA”) shall meet for one day or less with Landlord’s CPA and Tenant’s Auditor within 15 days after the appointment of such Deciding CPA, and at the Operating Expenses charged by end of such meeting the Deciding CPA shall choose in writing either Tenant’s Auditor’s proposal or Landlord’s CPA’s proposal, and such decision shall be final, binding and nonappealable. Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameshall pay for Landlord’s CPA, Tenant shall have pay for Tenant’s Auditor and the right to audit Landlord’s cost of the Deciding CPA shall be divided equally among the parties. No books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to may be removed from Landlord’s books and records at office. Notwithstanding the property manager’s office relating to foregoing, if it is determined that Operating Expenses for the calendar year Costs reflected in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed Statement have been overstated by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%)) or more, then than Landlord shall reimburse Tenant pay for the reasonable cost of Tenant’s reasonable, out-of-pocket cost of Auditor and the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidDeciding CPA.

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

Audit Right. In Purchaser will keep, and will cause the event that within ninety (90) days Selling Parties to keep, books and accounts of record in connection with the sale of Products in sufficient detail to permit verification of Royalties to be paid hereunder. Purchaser and its Affiliates will maintain such records for a period of three years after Tenant’s receipt the end of the Statement calendar quarter in which they were generated. Such records shall be available during normal business hours at Purchaser’s premises upon [***] prior written notice by Seller for inspection at the expense of Seller by a certified public accountant selected by Seller and acceptable to Purchaser (such acceptance not to be unreasonably withheld or delayed). The inspector’s review shall not interfere unreasonably with Purchaser’s business activities, and such review shall be in compliance with the other terms of this Agreement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the sole purpose of inspecting verifying reports and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings payments of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses Royalties in accordance with the terms and conditions of this LeaseAgreement. All costs and expenses The inspector may inspect records for up to [***] after the end of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by period to which they pertain. Audits may not take place more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once [***] per calendar year and each such audit no period may be audited more than [***]. Such inspector shall relate only not disclose to Seller or any Third Party any information other than information relating to the calendar year most recently endedaccuracy of reports and payments of Royalties made under this Agreement. Details of the inspector’s findings (including, for the avoidance of doubt, monetary values and supporting calculations) shall not be shared with Purchaser except in the form of a summary report. In any event, the results shall be communicated to Purchaser before being shared with Seller. Purchaser shall be given a period of [***] to review and respond to the inspector’s findings before the summary report may be provided to Seller, such reports to include Purchaser’s response to the findings. The inspector shall not be permitted to include any extrapolation calculations in the calculation of amounts underpaid to Seller. In the event that Tenant fails any such inspection shows an under reporting and underpayment of Royalties in excess of [***]% for any calendar year, then Purchaser shall pay the reasonable costs of the audit as well as any additional Royalties that would have been payable to notify Landlord Seller had Purchaser reported correctly, plus an interest charge on the additional Royalties (but not on the costs of the audit) at the Late Interest Rate, within [***] of Seller notifying Purchaser that the audit has been completed and Purchaser’s receipt of a written invoice with respect thereto. Such interest shall be calculated from the date the correct payment was due to Seller up to the date when such payment is actually made by Purchaser. If an audit reveals an overpayment (the amount of each such overpayment, an “Overpayment Amount”), then, as may be requested by Purchaser, (x) the Overpayment Amount will be credited against any future amounts payable to Seller by Purchaser, or (y) Seller shall reimburse Purchaser for such Overpayment Amount (or any portion thereof that has not been credited as set out in the foregoing 90-day period that Tenant objects clause (x)) within [***] after the date such inspector reveals to the Statement, then Tenant’s right to audit Purchaser such year’s Statement shall be null and voidOverpayment.

Audit Right. In the event that within ninety Within one hundred fifty (90150) calendar days ("Review Period") after Tenant’s 's receipt of an annual statement of actual Expenses and the Statement for actual Taxes (the prior calendar year"Statement"), if Tenant reasonably believes disputes the 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 and is not retained on a contingency fee basis) designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and at reasonable times, inspect Landlord's records at Landlord's offices, provided that certain Tenant is not then in default after expiration of all applicable notice and cure periods. Tenant and such accountant or representative shall cause their respective agents and employees to maintain all information contained in Landlord's records in strict confidence. Notwithstanding the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and 's records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, but within thirty (30) calendar days after the Review Period, Tenant notifies Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s receipt 's standard accounting practices, at Tenant's expense, by an independent certified public accountant selected by Landlord and reasonably approved by Tenant and who is a member of a nationally or regionally recognized accounting firm. Tenant's failure to deliver the Audit Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) calendar days after the Review Period shall be deemed to constitute Tenant's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant are unable and the accountant the information upon which the certification is to resolve Tenant’s objectionsbe based. However, then not later than fifteen (15) days after if such certification by the expiration of such 30-day period, Tenant may conduct accountant proves that the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (Expenses and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Taxes set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties' receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the lesser of sole method to be used by Tenant to dispute the amount of the overcharge to any Expenses or Taxes payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property managerlaw or in equity relating thereto. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 904823-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and void.6605-5163.8 EXHIBIT B-1- FLIGHT AT TUSTIN LEGACY ChromaDex SCHEDULE 1 TO EXHIBIT B EXCLUSIONS FROM EXPENSES

Audit Right. In the event that within of any good faith dispute as to the amount of the Operating Expenses as set forth in the Actual Statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after notice to Landlord and at reasonable times, to inspect and photocopy Landlord's Operating Expenses records at Landlord's offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of Operating Expenses as set forth in the Actual Statement, Tenant shall be entitled not later than ninety (90) days after following Tenant’s 's receipt of the an Actual Statement for the prior calendar yearto retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant reasonably believes that certain of the to audit Landlord's Operating Expenses charged records with respect to the calendar year covered by Landlord include costs that are not properly included within Actual Statement to determine the term “proper amount of Operating Expenses” or . Landlord shall be entitled to review the results of such audit promptly after completion of same. If the results of such audit states that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of overcharged Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than within fifteen (15) days after the expiration results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such 30-day periodovercharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If such audit proves that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant may conduct shall pay to Landlord the auditamount of any such undercharge. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for Tenant agrees to pay the purpose cost of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, provided that Landlord shall reimburse Tenant the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep amount of such cost if the results and findings of such audit confidential. Such audit shall be limited to a states that Landlord's determination of whether or not Landlord calculated the Operating Expenses (as set forth in the Actual Statement) was in error by more than ten percent (10%). If Tenant does not request an audit in accordance with the terms and conditions provisions of this LeaseSection 6.3 within one (1) year after Tenant's receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. All costs and expenses Landlord shall be required to maintain records of all Operating Expenses for Four (4) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from timely questioning the correctness of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidstatement.

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

Audit Right. In No more than once during each twelve (12)-month period during the event term, provided that Tenant delivers written notice to Landlord within ninety sixty (9060) days after Tenant’s receipt of the Statement annual Operating Cost and insurance statements and has paid the amount of those statements and is not in default, Tenant will have the right, at its sole cost, to audit with an independent certified public accountant the Operating Costs and insurance costs charged to Tenant for the Lease Year to which such statements apply and the WSI Payments paid to Tenant for that Lease Year. The auditors must be compensated on an hourly basis for time spent and not pursuant to a "contingent fee" arrangement of any type. This audit will take place only at the Project (or at Landlord's election elsewhere in Minuteman Park) during Landlord's normal business hours on at least two (2) weeks' prior calendar yearwritten notice, in a manner that will not unreasonably disrupt Landlord's business operations, and for a period not to exceed five (5) business days. Landlord will provide the relevant records, books and documents to such location at its expense. Landlord will not be required to provide analyses or comparisons for Tenant, but will on request provide, line item breakdowns of Operating Costs and insurance costs and invoices therefor (to the extent in Landlord's possession) for the applicable Lease Year and the WSI Payments received. Copying of these materials will not be permitted, but Tenant's auditors may make notes. Tenant reasonably believes that certain agrees to keep strictly confidential the results of its audits and any information obtained in connection therewith, as well as any claims, negotiations, proceedings or settlements with Landlord, and will cause its auditors and other Affiliates to comply with these confidentiality requirements. As a condition to conducting an audit, Landlord may require Tenant and its auditors and other Affiliates to sign confidentiality agreements for this purpose. If an error has been made in the billing of Operating Costs or insurance costs, or the payment of the Operating Expenses charged by WSI Payments, whether in favor of Landlord include costs that are not properly included within or Tenant, the term “Operating Expenses” or that Landlord has erred sole right and remedy of the parties will be to adjust the amount of the discrepancy in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, cash within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not if Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge owes amounts to Tenant or $2,000.00) plus Landlord may, at its option, credit those amounts against the amount determined to have been overpaid by rent next due from Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and void)."

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

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

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

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

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after Tenant’s receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the Statement for amount set forth in the prior calendar yearStatement, Tenant reasonably believes that certain Tenant's employees or an independent certified public accountant (which accountant is a member of the Operating Expenses charged a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice ("Audit Notice") to Landlord include costs that are not properly included within the term “and at reasonable times, inspect Landlord's records (pertaining to Landlord's calculation of Operating Expenses” , Insurance Expenses, Utility Expenses and Tax Expenses) at Landlord's offices (or that Landlord has erred in calculating same, upon Tenant's written request sent at the same time as Tenant shall have provides the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for make such books and records available to Tenant electronically), provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the Building foregoing, Tenant shall only have the right to meet with a designated employee of Tenant review Landlord's records one (1) time during any twelve (12) month period. Tenant's failure to dispute the “Tenant Representative”) to discuss the objections amounts set forth in any Statement within the Audit NoticeReview Period shall be deemed to be Tenant's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. IfIf after such inspection, but within thirty (30) days after Landlord’s receipt of the Audit NoticeReview Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant are unable and the accountant to resolve Tenant’s objections, then not later than fifteen (15) days after provide Tenant and the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance accountant with the terms information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of Operating Expenses, Insurance Expenses, Utility Expenses and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Tax Expenses set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonablethe actual, out-of-pocket documented and reasonable cost of the audit (but in accountant and such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to exceed (i) subject to Tenant's right to request Landlord's books and record in an electronic format, photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord shall not be liable for the lesser payment of any contingency fee payments to any auditor or consultant of Tenant. The provisions of this Section 4.3.3 shall be the sole method to be used by Tenant to dispute the amount of the overcharge to Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses payable by Tenant under this Lease, and Tenant waives any other rights or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidremedies relating thereto.

Audit Right. In If Tenant desires to dispute or question an amount shown on the event annual statement, Tenant shall give Landlord written notice of such desire within one hundred eighty (180) days after Tenant's receipt of the annual statement If Tenant does not give Lanxxxxx such notice within such time, Tenant shall have waived its right to dispute or question the annual statement. Promptly after the receipt of such written notice from Tenant, Landlord and Tenant shall endeavor in good faith to resolve such dispute or address Tenant's questions, as the case may be. Regardless of whether any such dispute or question shall exist, Tenant shall have the right to cause a nationally recognized independent certified public accountant designated by Tenant, to be paid on an hourly and not a contingent fee basis, or Tenant's own employees, to audit the annual statement or any amounts shown thereon, provided that Tenant (i) notifies Landlord in writing of Tenant's intention to exercise such audit right within ninety (90) days after the relevant initial written notice from Tenant to Landlord with respect to such dispute or question, or if no such notice shall have been given, within one hundred eighty (180) days after Tenant’s 's receipt of the Statement for annual statement. (ii) actually begins such xxxxx within sixty (60) days after the prior calendar year, notice from Tenant reasonably believes to Landlord advising Landlord that certain Tenant will require an audit (provided that such 60-day 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. Landlord agrees to make available to Tenant's auditors, at Landlord'x xxxxxe in the Building, the books xxx xecords relevant to the audit for review and copying (including accounting records on magnetic tape or diskette), but such books and records (and tapes and diskettes) may not be removed from Landlord's offices. Tenant shall bear all costs of such audit, incxxxxxx Landlord's actual copying costs and personnel costs, if any incurred in connection with such audit, except that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Operating Expenses charged of five (5%) or more, and Landlord's auditors concur in such findings (or, in the absence of xxxx xxncurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the parties mutually agree in writing), then Landlord include shall bear all costs that are not properly included within of the term “audit. If the agreed or confirmed audit shows an underpayment of Operating Expenses” or that Landlord has erred in calculating sameExpenses by Tenant, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access pay to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable xxx xudit is agreed to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such auditor confirmed, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby amount owed to Landlord, and, if the Acceptable Accountants and Tenant agree to keep the results and findings agreed or confirmed audit shows an overpayment of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%)Tenant, then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of such overpayment witxxx xxirty (30) days after the audit (but in no event is agreed to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property managerconfirmed. Notwithstanding anything contained herein to the contrarycontrary set forth above, Tenant Tenant's audit rights under this Paragraph 7.g. shall be entitled conditixxxx 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) and (ii) Tenant and its auditor executing, prior to exercise the commencement of the audit, a confidentiality agreement in form and substance reasonably satisfactory to Landlord in which Tenant and its auditor shall agree to keep confidential, and not disclose to any other party, the results of any such audit right pursuant or any action taken by Landlord in response thereto, except that Tenant may disclose that information to its attorneys, accountants, auditors, and other advisors and consultants, to actual or prospective lenders, assignees or sublessees of Tenant under this Lease, as may legally required and as may be reasonably necessary in connection with any litigation or other proceeding with respect to this subsection only in strict accordance with Lease or the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidPremises.

Audit Right. In Landlord shall maintain records concerning estimated and actual Expenses for no less than twelve (12) months following the event period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that within Tenant is not then in Default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in Default under this Lease, Tenant may, at Tenant’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord’s Expense records. Within ninety (90) calendar days after receipt of Landlord’s written statement under Section 4.2(e) of Expenses for the previous year, Tenant must provide Landlord written notice if Tenant elects to cause a Qualified Person to inspect Landlord’s records. Such inspection, if any, shall be conducted no more than once each year of the Term, during Landlord’s normal business hours at least twenty (20) calendar days’ after Tenant’s receipt written notice of its intent to inspect, but not more than three (3) months after such notice. Any errors disclosed by the Statement for the prior calendar yearreview shall be promptly corrected by Landlord; provided, Tenant reasonably believes however, that certain of the Operating Expenses charged by if Landlord include costs that are not properly included within the term “Operating Expenses” or that disagrees with any such claimed errors, Landlord has erred in calculating same, Tenant shall have the right to audit cause another review to be made by an independent auditor of Landlord’s books and choice. In the event the results of the review of records in accordance with this subsection. (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall exercise such audit right by providing Landlord with a written notice of be credited against Tenant’s exercise subsequent installment(s) of Base Rent, Additional Rent and other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit underpayment shall be paid by Tenant; provided, however, in Tenant to Landlord with the event it is ultimately determined that Landlord has next succeeding installment obligation of estimated Expenses. If the actual Expenses allocable to the Premises for any given year were improperly computed and if the actual Expenses allocable to the Premises are overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidaudit.

Audit Right. In Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time with respect to any Operating Year, to review Landlord’s invoices and statements relating to the event Operating Costs for the applicable Operating Year for the purpose of verifying the Operating Costs and Xxxxxx’s share thereof; provided that within ninety notice of Xxxxxx’s desire to so review is given to Landlord not later than thirty (9030) days after Tenant’s receipt Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced and prosecuted by Tenant with due diligence. Any Operating Costs statement or accounting by Landlord shall be binding and conclusive upon Tenant unless (a) Tenant duly requests such review within such 30-day period, and (b) within three (3) months after such review request, Xxxxxx shall notify Landlord in writing that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Tenant shall have no right to conduct a review or to give Landlord notice that it desires to conduct a review at any time Tenant is in default of any term or condition of the Statement Lease, beyond any applicable cure period. The accountant conducting the review shall (i) be a qualified lease auditor approved by Landlord (such approval not to be unreasonably withheld) and (ii) be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. No subtenant shall have any right to conduct a review, and no assignee shall conduct a review for the prior calendar year, Tenant reasonably believes that certain any period during which such assignee was not in possession of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating samePremises. Upon request, Tenant shall have provide Landlord a copy of any report or determination from such qualified lease auditor. If the right to audit Landlordqualified lease auditor determines, and if the parties agree, that the Operating Costs actually paid by Tenant for the Operating Year in question were less than Tenant’s books and records in accordance with this subsection. obligations for such Operating Year, Tenant shall exercise pay such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, shortfall within thirty (30) days after Landlord’s receipt delivery of such results; if the Audit Noticequalified lease auditor determines, Landlord and if the parties agree, that the Operating Costs actually paid by Tenant are unable to resolve for the Operating Year in question exceeded Tenant’s objectionsobligations for such Operating Year, then not later than fifteen (15x) days after the expiration Landlord shall provide Tenant with a credit of such 30-day period, Tenant may conduct excess against the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate next monthly payment of Operating Costs and (and not a contingent feey) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing if such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses overpayment was by more than five percent (5%), ) of Tenant’s actual obligations for such Operating Year then Landlord shall reimburse Tenant for Tenant’s its reasonable, out-of-pocket cost costs for said audit, up to a maximum of the audit $5,000.00 within thirty (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.0030) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices days of Landlord’s property managerreceipt of a reasonably detailed written invoice therefor. Notwithstanding anything contained herein to Tenant agrees that all information obtained from any such review, including without limitation, the contrary, Tenant results of any such review shall be entitled kept strictly confidential by Xxxxxx and shall not be disclosed to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidany other person or entity.

Audit Right. In After giving Landlord at least sixty (60) days' prior written notice thereof, Tenant may inspect or audit Landlord's records relating to Building Operating Costs for any periods of time within the event that previous fiscal year before the audit or inspection. However, no audit or inspection shall extend to periods of time before the Term Commencement Date. If Tenant fails to object to the calculation of Tenant's Percentage Share of Building Operating Costs on the Year-End Statement within ninety sixty (9060) days after such statement has been delivered to Tenant’s receipt , then Tenant shall be deemed to have waived its right to object to the calculation of the Statement Tenant's Percentage Share of Building Operating Costs for the prior calendar year, Tenant year in question and the calculation of Tenant's Percentage Share of Building Operating Costs set forth on such statement shall be final. Tenant's audit or inspection shall be conducted only at Landlord's offices or the offices of Landlord's property manager during business hours reasonably believes that certain of the Operating Expenses charged designated by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise pay the cost of such audit right within or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such 90-day period and a statement enumerating reasonably detailed reasons for inspection or audit reveals that an error was made in the calculation of Tenant’s objections 's Percentage Share of Building Operating Costs previously charged to Tenant, then, provided there is not an Event of Default nor an event which, with the Statement issued by Landlord (passage of time and/or the “Audit Notice”). Upon the receipt by Landlord giving of notice would constitute an Audit NoticeEvent of Default, Landlord shall instruct its property manager for refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs, as the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. Ifcase may be, within thirty ten (3010) days after Landlord’s receipt notification thereof. If Tenant's inspection or audit reveals an overcharge of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket up to Five Thousand and No/100 Dollars ($5,000.00) of the reasonable cost of the such audit or inspection within thirty (but in no event to exceed the lesser 30) days of the amount receipt of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenanta reasonably detailed invoice therefor. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with maintain the foregoing procedures no more often than once per calendar year and each results of any such audit or inspection confidential and shall relate only not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the calendar year most recently ended. In results of such audit or inspection, and (C) which agrees with Landlord in writing to maintain the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to results of such audit such year’s Statement shall be null and voidor inspection confidential.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “any dispute arises between Lessor and Lessee as to Common Area Operating Expenses” or that Landlord has erred in calculating same, Tenant Lessee shall have the right right, upon reasonable notice and at Lessor's offices, to inspect and photocopy, if desired, Lessor's records concerning the Common Area Operating Expenses of the Building. If, after such inspection, Lessee continues to dispute Common Area Operating Expenses, Lessee shall be entitled to retain an independent accountant or accountancy firm that has a specialty in auditing operating expenses to conduct an audit; provided that in no event shall Lessee conduct an audit Landlord’s books more than one time in any twelve (12) month period. If any specific issue with respect to Common Area Operating Expenses is raised by Lessee and records the same issue has been raised by any other lessee and a change with respect to such issue has been granted to such other lessee or if Lessee's audit reveals that Lessor has overcharged Lessee, after Lessor has been afforded an opportunity to explain any contrary position on the matter to Lessee's accounting firm (with any disputes being resolved in accordance with this subsection. Tenant good faith by the parties), then Lessee shall exercise such audit right by providing Landlord with receive a written notice of Tenant’s exercise credit against the next month's Rent in the amount of such overcharge. If the audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticereveals that Lessee was undercharged, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. Ifthen, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such are made available to Lessee, Lessee shall reimburse Lessor for the amount of such undercharge, Lessee shall pay the cost of any audits requested by Lessee, unless any audit shall be limited to a reveals that Lessor's determination of whether or not Landlord calculated the Common Area Operating Expenses was in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses error by more than five percent (5%), then Landlord in which case Lessor shall reimburse Tenant for Tenant’s reasonable, out-of-pocket pay the cost of the audit (but in no event such audit. Lessor shall be required to exceed the lesser maintain records of the amount Common Area Operating Expenses for the three-year period following each Common Area Operating Expense statement. Except in the event of fraud by Lessor, failure on the overcharge part of Lessee to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant object to the terms of this subsection Common Area Operating Expense statement within one (1) year after its receipt thereof shall be conducted only by the Acceptable Accountants at the offices conclusively deemed Lessee's approval of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidCommon Area Operating Expense statement.

Audit Right. In the event that within ninety Within sixty (9060) days (the “Audit Election Period”) after Tenant’s receipt of Landlord furnishes to Tenant the Operating Costs, Tax and Insurance Statement for any calendar year [(including the prior calendar yearBase Year)], Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating samemay, Tenant shall have the right at its expense during Landlord’s normal business hours, elect to audit Landlord’s books Operating Costs, Taxes and records in accordance with this subsection. Tenant shall exercise Insurance for such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections calendar year only, subject to the Statement issued following conditions: (1) there is no uncured Event of Default under this Lease; (2) the audit shall be prepared by Landlord an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord audit shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, commence within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing makes Landlord’s books and records for the Building relating available to the objections raised in Tenant’s Audit Notice. Prior auditor and shall conclude within sixty (60) days after commencement; (5) the audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; and (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing such the audit, the Acceptable Accountants and . Tenant must enter into shall deliver a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings copy of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than within five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost ) business days of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid receipt by Tenant. Any audit performed pursuant This paragraph shall not be construed to the terms of this subsection limit, suspend, or xxxxx Tenant’s obligation to pay Rent when due, including estimated Operating Costs, Taxes and Insurance. After verification, Landlord shall be conducted only credit any overpayment determined by the Acceptable Accountants at audit report against the offices next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30) days of Landlord’s property managerdetermination. Notwithstanding anything contained herein to the contraryLikewise, Tenant shall be entitled pay Landlord any underpayment determined by the audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or earlier termination of the Lease. If Tenant does not give written notice of its election to exercise its audit right pursuant to this subsection only in strict accordance with during the foregoing procedures no more often than once per Audit Election Period, Landlord’s Operating Costs, Taxes and Insurance for the applicable calendar year shall be deemed approved for all purposes, and each such audit Tenant shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s have no further right to audit such year’s Statement shall be null and void.review or contest the same. EXHIBIT D

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

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

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

Audit Right. In Notwithstanding any provision of this Lease to the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same----------- contrary, Tenant shall have the right during the applicable Review Period (as defined below), after reasonable notice and at reasonable times, to audit inspect and photocopy Landlord’s books and 's accounting records in accordance with this subsection. Tenant shall exercise at Landlord's office where such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth accounting records are customarily maintained in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Denver metropolitan area, or, at Landlord’s books and records 's option, at the property manager’s office relating to Building. If, after such inspection and photocopying, Tenant disputes Tenant's Share of Operating Expenses for the preceding calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contraryyear, Tenant shall be entitled to exercise its retain an independent auditor who has substantial knowledge of real estate matters to audit right and review Landlord's records to determine the proper amount of Tenant's Share of Operating Expenses. If such audit alleges that Landlord has overcharged Tenant, then within five (5) days after the results of such audit are made available to Landlord, Landlord shall either reimburse Tenant the amount of such overcharge previously paid by Tenant or provide Tenant with a detailed explanation of why Landlord contests the results of such audit. Tenant agrees to pay all costs of such audit, provided that, if Landlord's determination of Tenant's Share of Operating Expenses was in error in Landlord's favor by more than three percent (3%), Landlord shall pay the cost of such audit. Landlord shall be required to maintain records of all Operating Expenses and other rent adjustments for not less than one (1) year following Landlord's delivery to Tenant of each statement setting forth Tenant's Share of Operating Expenses (the "Review Period") for the preceding calendar year. The payment by Tenant of any amounts pursuant to this subsection only in strict accordance with Lease shall not preclude Tenant from questioning at any time during the foregoing procedures no more often than once per applicable Review Period the correctness of any statement of a reconciliation of any Operating Expenses for any preceding calendar year provided by Landlord, but the failure of Tenant to object thereto and each complete the audit thereof prior to the expiration of the Review Period for such statement shall be conclusively deemed Tenant's approval of such Statement. Tenant shall not be deemed to have objected to any statement by Landlord unless Tenant gives such statement in writing, signed by Tenant and the auditor, with a detailed analysis of every objection, and an explanation of what Tenant proposes is a corrected statement of Tenant's liability. Nothing herein shall preclude Tenant 's liability from increasing if such audit shall relate only to the calendar year most recently ended. In the event reveals that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidhas been undercharged.

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

Audit Right. In the event that within ninety Within one hundred eighty (90180) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm) designated by Tenant, may, after written notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of Direct Expenses and/or Utilities Costs) at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections failure to dispute the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections amounts set forth in any Statement within the Audit NoticeReview Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. IfIf after such inspection, but within thirty (30) days after Landlord’s receipt of the Audit NoticeReview Period, Tenant notifies Landlord and in writing that Tenant are unable still disputes such amounts, a certification as to resolve the proper amount shall be made, at Tenant’s objectionsexpense, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable independent certified public accountant selected by Landlord, and reasonably acceptable to Tenant, who is a member of a nationally or regionally recognized accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for firm. However, if such certification by the purpose accountant proves that the total amount of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such auditDirect Expenses and/or Utilities Costs, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; providedas applicable, however, set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonablethe actual, out-of-pocket documented and reasonable cost of the audit review, the accountant and such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts (but in no event Landlord will permit Tenant to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants make photocopies at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right own expense), (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to audit such year’s Statement inspection (except as provided above), or (iv) perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord shall not be null and voidliable for the payment of any contingency fee payments to any auditor or consultant of Tenant.

Audit Right. In the event that within ninety Within one hundred eighty (90180) days after receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the 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 and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and at reasonable times, inspect Landlord's records at Landlord's offices in the Seattle metropolitan area, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in confidence, provided such information may be disclosed to Tenant’s receipt of lawyers, advisors, lenders and others who have a legitimate need to know such information. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and 's records one (1) time (which review may occur over a period of more than one day, as reasonably required) during any twelve (12) month period. If after such inspection, but within sixty (60) days after the Review Period, Tenant notifies Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with this subsection. Tenant shall exercise such audit right Landlord's standard accounting practices, at Tenant's expense, by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued neutral, independent certified public accountant selected by Landlord (the “Audit Notice”). Upon the receipt by and who is a member of a nationally or regionally recognized accounting firm which has no affiliation or contractual relationship with Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Noticeor Tenant. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, engage such independent accountant within thirty (30) days after Landlord’s receipt of Landlord receives the Audit Dispute Notice, Landlord and Tenant are unable . Tenant's failure to resolve Tenant’s objections, then not later than fifteen deliver the Review Notice within the Review Period or to deliver the Dispute Notice within sixty (1560) days after the expiration Review Period shall be deemed to constitute Tenant's approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the independent accountant to show Tenant and such accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for independent accountant proves that the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Direct Costs set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five four percent (54%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event independent accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the lesser of sole method to be used by Tenant to dispute the amount of the overcharge to any Direct Costs payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

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

Audit Right. In Provided there is no Event of Default, Tenant may inspect or audit Landlord’s records related to Operating Costs for any period of time within the event previous fiscal year before the audit or inspection. However, no audit or inspection shall extend to periods of time before the Commencement Date. Landlord shall make its books and records relating to Operating Costs for the previous fiscal year available for inspection by Tenant within thirty (30) days after receipt of written notice from Tenant indicating that Tenant desires to exercise its inspection and audit rights under this Section 5.2(d). If Tenant fails to object to the calculation of Operating Costs on the Year-End Statement within ninety (90) days after Tenant’s receipt of the Year End Statement for and/or fails to complete any such audit or inspection within one hundred eighty (180) days after receipt of the prior calendar yearYear End Statement, then Tenant reasonably believes that certain shall be deemed to have waived its right to object to the calculation of the Operating Expenses charged by Landlord include costs that are not properly included within Costs for the term “Operating Expenses” year in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or that Landlord has erred in calculating same, Tenant inspection shall have the right to audit be conducted only at Landlord’s books and records in accordance with this subsectionoffices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise pay the cost of such audit right within or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such 90-day period and a statement enumerating reasonably detailed reasons for inspection or audit reveals that an error was made in the calculation of Operating Costs previously charged to Tenant’s objections to , then, provided there is no Event of Default, Tenant may credit the Statement issued by Landlord (difference against the “Audit Notice”). Upon next installment of additional rent on account of Operating Costs due hereunder, except that if such difference is determined after the receipt by Landlord end of an Audit Noticethe Term, Landlord shall instruct its property manager for the Building refund such difference to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections. If such inspection or audit reveals an underpayment by Xxxxxx, then not later than fifteen Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the case may be, within ten (1510) days after the expiration receipt of such 30-day period, an invoice therefor. Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep maintain the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit or inspection confidential and shall not be paid by Tenant; providedpermitted to use any third party to perform such audit or inspection, howeverother than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the event it results of such audit or inspection, and (C) which executes Landlord standard confidentiality agreement whereby is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost agree to maintain the results of the such audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenantinspection confidential. Any audit performed pursuant to the terms The provisions of this subsection Section 5.2(d) shall be conducted only by survive the Acceptable Accountants at the offices expiration or earlier termination of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidLease.

Audit Right. In the event Provided that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged shall have first paid all amounts due and payable by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameTenant pursuant to this Article 3, Tenant shall have the right right, at its own cost and expense, to audit or inspect Landlord’s books records with respect to Operating Expenses and records in accordance with this subsectionReal Estate Taxes, as well as all other Additional Rent payable by Tenant hereunder for any Computation Year. Tenant shall exercise such audit right by providing give Landlord with a not less than thirty (30) days prior written notice of Tenant’s exercise its intention to conduct any such audit. Any such audit shall be conducted on behalf of Tenant by an independent certified public accountant whose compensation with respect to such audit is not on a contingency basis. Landlord shall cooperate with Tenant during the course of such audit right within audit, which shall be conducted during normal business hours in Landlord’s headquarters’ office. Landlord agrees to make such 90-day period and a statement enumerating personnel available to Tenant as is reasonably detailed reasons necessary for Tenant, or for Tenant’s objections employees and or agents to conduct such audit. Tenant and its employees, agents, contractors, representatives, consultants, accountants and attorneys shall use their best efforts to keep the Statement issued by Landlord (results of any such inspection strictly confidential. If such audit reveals that an error was made in the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager Operating Expenses and Real Estate Taxes previously charged to Tenant for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth Computation Year in the Audit Notice. question, then Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant a credit against future payments of Additional Rent in the Audit Notice. Ifamount of such overpayment, or Tenant shall pay to Landlord any underpayment of any such costs within thirty (30) days after Landlord’s notification thereof. Tenant may not conduct an inspection or have an audit performed more than once during any Computation Year. Failure of Tenant to provide Landlord with a written request to review such books and records within six (6) months after receipt of the Audit Notice, Landlord and Tenant are unable expense reconciliation with respect to resolve each respective Computation Year shall be deemed a waiver of Tenant’s objections, then not later than fifteen rights hereunder with respect to such Computation Year. Failure of Tenant to provide Landlord with the results of Tenant’s audit within sixty (1560) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose Tenant’s review of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in shall be deemed a waiver of Tenant’s Audit Notice. Prior rights hereunder with respect to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidComputation Year.

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

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