Common use of Audit Right Clause in Contracts

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

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

Audit Right. If Within one hundred eighty (180) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a regionally recognized accounting firm), designated by Landlord to Tenant pursuant to Section 4.3.2 aboveTenant, then Tenant shall have the rightmay, at Tenant's cost, upon thirty (30) days' prior written after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of Operating Expenses, to have Tenant's authorized employees inspectInsurance Expenses, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Utility Expenses and Tax Expenses Expenses) at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable notice, grace or cure periods and provided further that Tenant and such accountant or representative (if any) 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 foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentationinspection, but within sixty (60) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Health Management Systems Corporate Point Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of the Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses set forth in the StatementStatement were overstated by more than three percent (3%), then Tenant the actual, documented and reasonable cost of the accountant and such certification shall have be paid for by Landlord. Promptly following the rightparties receipt of such certification, within the Review Periodparties shall make such appropriate payments or reimbursements, as the case may be, to cause a nationally recognized independent certified public accountant each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to (which is i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not paid on a commission already in existence, (iii) except as set forth herein, incur any costs or contingency basis and which has not been engaged by Tenant within the preceding five expenses relative to such inspection, or (5iv) year period) mutually approved by perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord and Tenant, which approval shall not be unreasonably withheld liable for the payment of any contingency fee payments to any auditor or delayed (consultant of Tenant. The provisions of this Section shall be the "Accountant") sole method to complete an audit of Landlord's books and records be used by Tenant to determine dispute the proper amount of the Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord under this Lease, and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms waives any other rights or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object remedies relating thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Right. If Tenant disputes the amount Provided there is no Event of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 aboveDefault, then Tenant shall have the right, at right to cause Landlord’s determination of Tenant's cost, upon thirty (30) days' prior written notice ’s Pro Rata Share of Total Operating Costs to be audited by an auditor reasonably acceptable to Landlord, one time with respect to any fiscal year, provided notice of Tenant’s desire to so audit is given to Landlord no later than sixty (60) days after 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 (i) Tenant duly requests such review within such 60-day period, and (ii) within three (3) months after such review request, Tenant 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 The auditor conducting the review shall be compensated on an hourly basis and shall not be compensated based upon percentage of overcharges it discovers. No subtenant shall have any right to conduct a review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the Premises. Tenant shall provide Landlord with a true and accurate copy of the audit and related materials provided by such auditor upon request Tenant agrees that all information obtained from any such Operating Costs review, including without limitation, the results of any Operating Costs review shall be kept strictly confidential by Tenant and shall not be disclosed to any other person or entity. If as a result of such audit it is mutually agreed, or if it is ultimately determined, that Landlord’s determination of the foregoing is (i) overstated, or (ii) understated, then in the case of (i) Landlord shall credit the 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 the case of (ii) Tenant shall pay to Landlord the amount of such excess. The cost of such audit shall be paid by Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspectionif the final, have an audit performed agreed to, determination discloses that Tenant’s Pro Rata Share of Total Operating Costs for the calendar year in question were overstated by the Accountant more than five percent (as defined and described hereinbelow5%), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies then Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by reimburse Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized independent certified public accountant (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performedsuch final, then agreed to, determination and Landlord’s receipt of reasonable back-up therefor, for the Accountant shall be one commercially reasonable costs of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such independent audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioningexceed $2, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits500.00.

Audit Right. If Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Landlord to Tenant pursuant to Section 4.3.2 aboveTenant, then Tenant shall have the rightmay, at Tenant's cost, upon thirty (30) days' prior written after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of Operating Expenses, to have Tenant's authorized employees inspectInsurance Expenses, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Utility Expenses and Tax Expenses Expenses) at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentationinspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of the Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses set forth in the StatementStatement were overstated by more than five percent (5%), then Tenant the actual, documented and reasonable cost of the accountant and such certification shall have be paid for by Landlord. Promptly following the rightparties receipt of such certification, within the Review Periodparties shall make such appropriate payments or reimbursements, as the case may be, to cause a nationally recognized independent certified public accountant each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to (which is i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not paid on a commission already in existence, (iii) incur any costs or contingency basis and which has not been engaged by Tenant within the preceding five expenses relative to such inspection, or (5iv) year period) mutually approved by perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord and Tenant, which approval shall not be unreasonably withheld liable for the payment of any contingency fee payments to any auditor or delayed (consultant of Tenant. The provisions of this Section shall be the "Accountant") sole method to complete an audit of Landlord's books and records be used by Tenant to determine dispute the proper amount of the Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord under this Lease, and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms waives any other rights or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object remedies relating thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

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

Audit Right. Upon not less than ten Business Days’ notice (the “Audit Notice”), the Buyer may audit the books and records of the Payor once every calendar year to determine the computation of any Royalty Payment for up to three years prior to the date of the Audit Notice, provided that no audit for a given year shall be repeated pursuant to this provision, but shall be final in all respects for the period reviewed upon completion of the audit. Such audit shall be conducted during normal business hours at the Buyer’s cost, provided that any Representative involved enters into a reasonable confidentiality agreement with the Payor (to be approved by the Payor in its sole reasonable discretion) prior to commencing any such audit. The Payor shall provide the Buyer and its Representatives with reasonable access to all such books and records and shall reasonably cooperate with the Buyer’s and its Representatives’ efforts to conduct such audits. The Buyer 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 amount in dispute. If Tenant disputes the Buyer delivers Payor such Notice, Payor and Buyer shall negotiate in good faith for up to ten Business Days to resolve the disputed items and agree upon the resulting amount of the Operating Expenses and/or Tax Expenses set forth disputed Royalty Payment. If Payor and Buyer 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 Statement for any particular Expense Year delivered by Landlord Reviewing Accountant, Payor and Buyer shall furnish to Tenant pursuant the Reviewing Accountant such work papers, schedules and other documents and information relating to Section 4.3.2 above, then Tenant the items as the Reviewing Accountant may reasonably request. The Reviewing Accountant shall have resolve the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by disputed items based solely on the provisions of this Article 4 in accordance with such StatementAgreement and the presentations by Payor and Buyer, and not by independent review. However, such payment may be made under protest pending The Reviewing Accountant will not have the outcome power to amend this Agreement. The resolution of any audit which may be performed the dispute and the calculation of the Royalty Payment by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized independent certified public accountant (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Reviewing Accountant shall be final and binding upon Landlord on the Payor and Tenantthe Buyer. If Landlord and Tenant cannot mutually agree as to the identity there has been an underpayment of the Accountant within thirty Royalty Payment due for the period being audited of more than five percent (305%) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within amount due for the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord Payor shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant Buyer for the reasonable cost of such audit out-of-pocket costs (but not in excess of including the amount of Reviewing Accountants’ fees) incurred by the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant Buyer pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits2(d).

Audit Right. If Within one hundred twenty (120) days after receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 aboveStatement, then Tenant shall have the right, at Tenant's costemployees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not paid on a contingency basis), upon thirty (30) days' prior written designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records (pertaining to Landlord's calculation of Operating Expenses, to have Tenant's authorized employees inspectInsurance Expenses, Utility Expenses and Tax Expenses) at Landlord's offices during normal business hoursoffices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall cause their respective agents and employees to, maintain all information contained in Landlord's booksrecords in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. Tenant's failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant's approval of such Statement and supporting documents concerning Tenant, thereafter, waives the Operating Expenses and Tax Expenses right or ability to dispute the amounts set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentationinspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant selected by Landlord and reasonably approved by Tenant and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of the Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses set forth in the StatementStatement were overstated by more than five percent (5%), then Tenant the actual, documented cost of the accountant, as well as Tenant's reasonable out of pocket cost incurred for its audit shall have be paid for by Landlord. Promptly following the rightparties receipt of such certification, within the Review Periodparties shall make such appropriate payments or reimbursements, as the case may be, to cause a nationally recognized independent certified public accountant each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to (which is i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not paid on a commission already in existence, (iii) incur any costs or contingency basis and which has not been engaged by Tenant within the preceding five expenses relative to such inspection, or (5iv) year period) mutually approved by perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord and Tenant, which approval shall not be unreasonably withheld liable for the payment of any contingency fee payments to any auditor or delayed (consultant of Tenant. The provisions of this Section shall be the "Accountant") sole method to complete an audit of Landlord's books and records be used by Tenant to determine dispute the proper amount of the Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord under this Lease, and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms waives any other rights or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object remedies relating thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

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

Audit Right. If Tenant disputes shall send an objection notice pursuant to Subsection D(iii) of this Article 3 with respect to a Landlord’s Statement, Tenant may, at its own expense, select an independent certified public accountant or an internal auditor directly employed by Tenant, that is not being compensated by Tenant, in whole or in part, on a contingency basis (an “Approved Examiner”), and provided that such Approved Examiner is not and has not during the amount Term been affiliated with, a shareholder in, an officer, director, partner, or employee of, Landlord or any managing agent of Landlord or any affiliate of Landlord, and such Approved Examiner may examine Landlord’s books and records relating solely to disputed aspects of the Operating Expenses and/or Tax Expenses set forth in disputed items to determine the Statement for any particular Expense Year delivered by Landlord to accuracy of Landlord’s Statement. Tenant pursuant to Section 4.3.2 above, then Tenant shall have recognizes the right, at Tenant's cost, upon thirty (30) days' prior written notice to confidential nature of Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, ’s books and records and supporting documents concerning agrees that information obtained by it or an Approved Examiner Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 during any examination (including any compromise, settlement or adjustment relating to the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord results of such objection examination) shall be maintained in strict confidence by Tenant and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as Approved Examiner. As a condition precedent to Tenant's ’s exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6to examine Landlord’s books and records, Tenant shall not be permitted deliver to withhold payment ofLandlord a confidentiality agreement, and Tenant shall timely pay reasonably satisfactory to Landlord, from the full amounts Approved Examiner to the same effect as required by Tenant’s agreement contained in the provisions of this Article 4 in accordance with preceding sentence. If, after such Statement. Howeverexamination, such payment Approved Examiner shall dispute such Landlord’s Statement, either party may be made under protest pending refer the outcome decision of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant issues raised to a mutually acceptable schedulereputable independent, in an expeditious manner and without undue interference with Landlord's operation and management third party firm of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized independent certified public accountant accountants, that does not work (which is not paid on a commission or contingency basis and which who has not been engaged by Tenant within for the preceding prior five (5) year periodyears, worked) mutually for Landlord or Tenant, or an affiliate of either, to be approved by Landlord and Tenantthe other party, which approval shall not be unreasonably withheld or delayed (the "an “Impartial Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant”). If Landlord and Tenant cannot mutually not, using good faith efforts, agree as on an Impartial Accountant, either party may refer the selection of the Impartial Accountant to the identity American Arbitration Association (the “AAA”), in which case, the decision of the AAA shall be binding on both parties. The decision of the Impartial Accountant shall be conclusively binding upon the parties. The fees and expenses involved in resolving such dispute shall be borne by the unsuccessful party (and if both parties are partially unsuccessful, the accountants shall apportion the fees and expenses between the parties based upon the degree of success of each party). Notwithstanding the giving of such notice by Tenant, and pending the resolution of any such dispute, Tenant shall pay to Landlord when due the amount shown on any such Landlord’s Statement, as provided in this Article. If the final results of the audit show an overcharge to Tenant of more than ten (10%) percent of the amount of Operating Costs actually owed by Tenant, then Landlord shall pay Tenant’s reasonable out-of-pocket costs for such audit, not to exceed $10,000.00, and Landlord shall credit or refund to Tenant any overpayment of such items as discovered by the audit within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then of completion of such audit. In the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If event such audit reveals that Landlord has over- charged discloses an undercharge of such items as billed to Tenant, then Tenant shall pay Landlord the amount of any underpayment based on such undercharge within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount completion of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsAdditional Rent.

Audit Right. If Within one hundred twenty (120) days after receipt of a Statement by Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, if Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not paid retained on a commission contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default after expiration of all applicable cure periods (although Tenant shall be entitled to make payments "under protest" thereby preserving Tenant's right to contest such payments) and provided further that Tenant and such accountant or contingency basis representative shall, and which has not been engaged by each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. Tenant's failure to dispute the amounts set forth in any Statement within the preceding five (5) year period) mutually approved by Landlord Review Period shall be deemed to be Tenant's approval of such Statement and Tenant, which approval shall not be unreasonably withheld thereafter, waives the right or delayed (ability to dispute the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of set forth in such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performedsuch inspection, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then but within thirty (30) days after the results Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord's standard accounting practices, at Tenant's expense, by an independent certified public accountant selected by Landlord and who is a member of such audit are made available to Landlord, a nationally or regionally recognized accounting firm. Landlord shall reimburse cooperate in good faith with Tenant and the accountant to show Tenant and the amount of accountant the information upon which the certification is to be based. However, if such over-charge. If certification by the audit reveals accountant proves that the Tenant was under-charged, then within thirty (30) days after Direct Costs set forth in the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit were overstated Operating Expenses and Tax Expenses by more than ten percent (10%) or more ), then the cost of the actual Operating Expenses accountant and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the amount of parties shall make such appropriate payments or reimbursements, as the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts case may be, to each other, as are determined to be owing pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditscertification.

Audit Right. If Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Landlord to Tenant pursuant to Section 4.3.2 aboveTenant, then Tenant shall have the rightmay, at Tenant's cost, upon thirty (30) days' prior written after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of Operating Expenses, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Utility Expenses and Tax Expenses Expenses) at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentationinspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of the Operating Expenses, Utility Expenses and Tax Expenses set forth in the StatementStatement were overstated by more than five percent (5%), then Tenant the actual, documented and reasonable cost of the accountant and such certification shall have be paid for by Landlord. Promptly following the rightparties receipt of such certification, within the Review Periodparties shall make such appropriate payments or reimbursements, as the case may be, to cause a nationally recognized independent certified public accountant each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to (which is i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not paid on a commission already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord shall not liable for the payment of any contingency basis and which has not been engaged fee payments to any auditor or consultant of Tenant. The provisions of this Section shall be the sole method to be used by Tenant within to dispute the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses, Utility Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord under this Lease, and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms waives any other rights or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object remedies relating thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

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

Audit Right. If Within one hundred eighty (180) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not paid retained on a commission or contingency basis and which has not been engaged fee basis), designated by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices located in the continental United States, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall not be unreasonably withheld use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence except as required by law or delayed as necessary to enforce Tenant’s rights under this Lease. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (the "Accountant"1) to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenanttime during any twelve (12) month period. If 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, then Tenant shall provide Landlord with the results of Tenant’s audit and if Landlord and Tenant cannot mutually agree as to resolve the identity of the Accountant dispute within thirty (30) days after Tenant notifies Landlord that Tenant desires an Landlord’s receipt of Tenant’s audit to be performedresults, then a certification as to the Accountant proper amount shall be one made in accordance with sound commercial real estate accounting practices, at Tenant’s cost (but subject to the further provisions of this Section 3(e), by an independent certified public accountant agreed upon by the "Big 4" accounting firms parties and who is a member of a nationally or another nationally regionally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant firm. Tenant’s failure to deliver the Review Notice within the preceding five Review Period or to deliver the Dispute Notice within sixty (560) year period)days after the Review Period shall be deemed to constitute Tenant’s approval of such Statement and Tenant, as selected by thereafter, waives the right or ability to dispute the amounts set forth in such Statement, except to the extent that any such Statement that contains a knowingly false material misrepresentations shall not be binding and conclusive on Tenant. If such audit reveals Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if it is ultimately determined that Landlord has over- charged Tenantthe Direct Costs set forth in the Statement were overstated by five percent (35) or more, then Landlord shall reimburse Tenant for all the third party out-of-pocket verifiable costs reasonably incurred by Tenant in connection with its audit of the Direct Costs and, if applicable, the cost of the accountant and the cost of such certification shall be paid for by Landlord. Such amounts shall be paid by Landlord within thirty (30) days after such certification. Promptly following the results parties’ agreement of the actual amount of Direct Costs and Tenant’s Proportionate Share thereof or upon the conclusion of such audit certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are made available determined to Landlord, Landlord be owing pursuant to such determination or certification. Tenant agrees that this section shall reimburse be the sole method to be used by Tenant to dispute the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted Direct Costs payable by Tenant pursuant to the terms of this Section 4.6, Tenant agrees to keepLease, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and Tenant hereby waives any other rights at law or in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsequity relating thereto.

Audit Right. If Within one hundred twenty (120) days after receipt of an Actual Statement by Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, if Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Actual Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records (pertaining to Landlord's calculation of Operating Expenses) at Landlord's offices, provided that Tenant is not paid on a commission then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or contingency basis representative shall, and which has not been engaged by each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. Tenant's failure to dispute the amounts set forth in any Actual Statement within the preceding five (5) year period) mutually approved by Landlord Review Period shall be deemed to be Tenant's approval of such Actual Statement and Tenant, which approval shall not be unreasonably withheld thereafter, waives the right or delayed (ability to dispute the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of set forth in such Actual Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performedsuch inspection, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then but within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the correctness proper amount shall be made, at Tenant's expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm (and who has not previously been retained by Landlord or any affiliate of Landlord or any of its owners). Landlord shall cooperate in good faith with Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of Operating Expenses set forth in the Actual Statement were overstated by more than three percent (3.0%), then the reasonable costs of the particular Statement in question provided accountant originally retained by Landlord, but Tenant and the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit accountant selected by Landlord as described above prior to the expiration of the Review Period for and such Statement certification shall be conclusively deemed paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any unreimbursed costs or expenses relative to such inspection (except as otherwise provided above), or (iv) perform any other tasks other than making available such accounting records as are described in this Section. Landlord shall not be liable for the payment of any contingency fee payments to any auditor or consultant of Tenant's approval . The provisions of this Section shall be the Statement in question and sole method to be used by Tenant to dispute the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted payable by Tenant pursuant under this Lease and Tenant waives any other rights or remedies relating to this Section 4.6the amount of Operating Expenses. 8875 Aero Drive Midland Credit Management, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.Inc.

Audit Right. If Tenant disputes shall send an objection notice pursuant to Subsection D(iii) of this Article 3 with respect to a Landlord’s Statement, Tenant may, at its own expense, select an independent certified public accountant or an internal auditor directly employed by Tenant, that is not being compensated by Tenant, in whole or in part, on a contingency basis (an “Approved Examiner”), and provided that such Approved Examiner is not and has not during the amount Term been affiliated with, a shareholder in, an officer, director, partner, or employee of, Landlord or any managing agent of Landlord or any affiliate of Landlord, and such Approved Examiner may examine Landlord’s books and records relating solely to disputed aspects of the Operating Expenses and/or Tax Expenses set forth in disputed items to determine the Statement for any particular Expense Year delivered by Landlord to accuracy of Landlord’s Statement. Tenant pursuant to Section 4.3.2 above, then Tenant shall have recognizes the right, at Tenant's cost, upon thirty (30) days' prior written notice to confidential nature of Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, ’s books and records and supporting documents concerning agrees that information obtained by it or an Approved Examiner during any examination (including any compromise, settlement or adjustment relating to the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord results of such objection examination) shall be maintained in strict confidence by Tenant and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as Approved Examiner. As a condition precedent to Tenant's ’s exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6to examine Landlord’s books and records, Tenant shall not be permitted deliver to withhold payment ofLandlord a confidentiality agreement, and Tenant shall timely pay reasonably satisfactory to Landlord, from the full amounts Approved Examiner to the same effect as required by Tenant’s agreement contained in the provisions of this Article 4 in accordance with preceding sentence. If, after such Statement. Howeverexamination, such payment Approved Examiner shall dispute such Landlord’s Statement, either party may be made under protest pending refer the outcome decision of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant issues raised to a mutually acceptable schedulereputable independent, in an expeditious manner and without undue interference with Landlord's operation and management third party firm of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized independent certified public accountant accountants, that does not work (which is not paid on a commission or contingency basis and which who has not been engaged by Tenant within for the preceding prior five (5) year periodyears, worked) mutually for Landlord or Tenant, or an affiliate of either, to be approved by Landlord and Tenantthe other party, which approval shall not be unreasonably withheld or delayed (the "an “Impartial Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant”). If Landlord and Tenant cannot mutually not, using good faith efforts, agree as on an Impartial Accountant, either party may refer the selection of the Impartial Accountant to the identity American Arbitration Association (the “AAA”), in which case, the decision of the AAA shall be binding on both parties. The decision of the Impartial Accountant shall be conclusively binding upon the parties. The fees and expenses involved in resolving such dispute shall be borne by the unsuccessful party (and if both parties are partially unsuccessful, the accountants shall apportion the fees and expenses between the parties based upon the degree of success of each party). Notwithstanding the giving of such notice by Tenant, and pending the resolution of any such dispute, Tenant shall pay to Landlord when due the amount shown on any such Landlord’s Statement, as provided in this Article. If the final results of the audit show an overcharge to Tenant of more than ten (10%) percent of the amount of Operating Costs actually owed by Tenant, then Landlord shall pay Tenant’s reasonable out-of-pocket costs for such audit, not to exceed $10,000.00, and Landlord shall credit or refund to Tenant any overpayment of such items as discovered by the audit within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then of completion of such audit. In the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If event such audit reveals that Landlord has over- charged discloses an undercharge of such items as billed to Tenant, then Tenant shall pay Landlord the amount of any underpayment based on such undercharge within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount completion of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsAdditional Rent.