Common use of Intentionally Deleted Clause in Contracts

Intentionally Deleted. 3.2.4 Landlord agrees to keep books and records reflecting the Operating Expenses and Taxes - Real Property of the Property in accordance with generally accepted accounting principles (or, at least, “sound” accounting principles) consistently applied. Tenant, at its expense, shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1.”

Intentionally Deleted. 3.2.4 Landlord agrees 13.1.4 With respect to keep books and records reflecting the Operating Expenses and Taxes - Real Property initial Term only (but not any of the Extension Terms), Landlord may, in Landlord’s sole and absolute discretion, upon a minimum of nine (9) months written notice to Tenant prior to the expiration of the initial Term, require Tenant at the expiration or earlier termination of the initial Term to either: (1) remove all Alterations and Tenant’s Personal Property (and, in each and every case, restore any damage resulting from such installation and/or removal) such that the Property is fully restored back to substantially the same condition it was on the date of Substantial Completion of Landlord’s Work, ordinary wear and tear (provided such ordinary wear and tear does not result in a state of disrepair) excepted; or (2) leave all then existing Alterations and Tenant’s Personal Property (other than Tenant’s employees personal property unrelated to Tenant’s use of the Tenant Space) in the Tenant Space free and clear of all liens, claims and encumbrances and in good working order in accordance with generally accepted accounting principles all Applicable Laws. In consideration of ten dollars (or, at least, “sound” accounting principles$10.00) consistently applied. Tenant, at its expense, shall have (the right, within twelve (12) months after receiving Landlord's statement receipt and sufficiency of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted which is hereby acknowledged by Tenant), all of such audit Tenant’s Personal Property shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid automatically conveyed by Tenant to Landlord on account free and clear of Operating Expenses and/or Taxes: (a) exceed all liens, claims and encumbrances upon the amounts expiration or earlier termination of this Lease. While not necessary to which Landlord is entitled hereundereffect said automatic conveyance, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunderif required by Landlord, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay execute and deliver all requisite conveyancing, transfer, release, discharge and assignment documents as required by Landlord acting reasonably. Furthermore, Tenant shall also deliver to Landlord all plans, specifications, manuals and as-built surveys in Tenant’s possession or control with respect to such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Alterations and/or Tenant’s Personal Property (Actualbut excluding propriety materials of Tenant) was overstated by Landlord by more than [*****]upon the expiration or sooner termination of this Lease. With respect to each Extension Term (but not the initial Term), Landlord shallso long as no Event of Default has occurred and is subsisting, within thirty Tenant may elect, in Tenant’s sole and absolute discretion, upon a minimum of nine (309) days after receipt of months prior written request from Tenant, accompanied by back-up documentation reasonably acceptable notice to Landlord, reimburse Tenant for to either: (1) remove all Alterations and Tenant’s Personal Property (and, in each and every case, restore any damage resulting from such installation and/or removal) such that the actualProperty is fully restored back to substantially the same condition it was at the date of Substantial Completion of Landlord’s Work, reasonable costs ordinary wear and expenses paid by Tenant tear (provided such ordinary wear and tear does not result in connection with a state of disrepair) excepted; or (2) leave all then existing Alterations and convey to Landlord all of Tenant's audit, not ’s Personal Property (other than Tenant’s employees personal property unrelated to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession Tenant’s use of the Tenant Space) in the Tenant Space, in each case, free and clear of all liens, claims and encumbrances and in good working order in accordance with all Applicable Laws. Such audit must be conducted While not necessary to effect said automatic conveyance, if required by an independent nationally Landlord, Tenant shall execute and deliver all requisite conveyancing, transfer, release, discharge and assignment documents as required by Landlord acting reasonably. Furthermore, Tenant shall also deliver to Landlord all plans, specifications, manuals and as-built surveys in Tenant’s possession or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit control with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant Alterations and/or Tenant's officers, agents and employees, except ’s Personal Property (but excluding propriety materials of Tenant) upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, expiration or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms sooner termination of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1Lease.”

Intentionally Deleted. 3.2.4 Landlord agrees to keep books and records reflecting 6.7 If on the Operating Expenses and Taxes - Real Property Closing Date, the state of the Property title is other than in accordance with generally accepted accounting principles (orthe requirements set forth in this Purchase Contract or if any condition to be fulfilled by Seller shall not be satisfied, Purchaser shall provide Seller with written Notice thereof at leastsuch time, “sound” accounting principles) consistently appliedor such title objection or unfulfilled condition shall be deemed waived by Purchaser in which case Purchaser and Seller shall proceed to consummate the Closing on the Closing Date. TenantIf Purchaser timely gives Seller such Notice, Seller at its expense, shall have the right, sole option and within twelve Seven (127) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results calendar days following receipt of such audit within fifteen (15) days after its receipt Notice may elect by Tenant. If the audit reveals that the amounts paid by Tenant notice in writing to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts Purchaser to which Landlord is entitled hereunder, then Landlord shall credit the amount of cure such excess toward the next monthly payment(s) of Rent due and payable hereunder, objection or (b) are less than the amounts unfulfilled condition for up to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers calendar days. Should Seller be able to cure such title objection or condition, or should Seller be able to cause title insurance over the result of same by the Closing Date or any postponed Closing Date, and Purchaser approves such audit to Landlord. If action, or should Purchaser waive such objection or condition within such period for cure, then the amount of Operating Expenses Closing shall take place on or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within before thirty (30) calendar days after receipt Notice of such cure or waiver. 6.8 If during the period of cure Seller is unable or unwilling, in its sole discretion or opinion, to eliminate such title objection or cause Title Insurer to insure over such matter or satisfy such unfulfilled condition, Seller shall give Purchaser written request from TenantNotice thereof, accompanied and if Purchaser does not waive such objection by back-up documentation reasonably acceptable written Notice delivered to LandlordSeller and the title company issuing the Title Commitment on or before Seven (7) calendar days following the date Seller gives such Notice, reimburse Tenant for then this Purchase Contract shall automatically terminate, in which event Purchaser shall release and quitclaim all of Purchaser's right and interest in such Property to Seller, the actualDeposit shall be returned to Purchaser, reasonable costs and expenses paid the parties hereto shall have no further obligations to each other. 6.9 Seller covenants that it will not voluntarily create or cause any lien or encumbrance (other than Commercial Leases approved by Tenant Purchaser and Property Contracts in connection with Tenant's auditthe ordinary course of business) to attach to the Property between the date of this Purchase Contract and the Closing Date; any such monetary lien or encumbrance so attaching shall be discharged by the Seller at or prior to Closing on the Closing Date or any postponed Closing Date. Except as expressly provided above, Seller shall not be required to undertake efforts to remove any other lien, encumbrance, security interest, exception, objection or other matter, to make any expenditure of money or institute litigation or any other judicial or administrative proceeding and Seller may elect not to exceed [*****] per auditdischarge the same. No audit 6.10 Anything to the contrary notwithstanding, Purchaser shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall not have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally terminate this Purchase Contract or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner object to any person lien, encumbrance, exception or other than Tenant and/or Tenant's officersmatter that is a Permitted Exception, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, that has been waived or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1.”been waived by Purchaser. 6.11

Intentionally Deleted. 3.2.4 Landlord agrees I. Seller shall use good faith efforts to keep books cause all of the tenants to execute and records reflecting deliver to Purchaser estoppel certificates in the Operating Expenses form attached hereto as Exhibit “D” and Taxes - incorporated herein by reference, provided that, to the extent the applicable Leases call for forms of estoppel certificates which differ from the form attached as Exhibit “D” the form required under such Leases shall be deemed to be the required form for purposes hereof. In the event that, prior to the expiration of the date five (5) days before the Closing Date, estoppel certificates in the form called for above (and not alleging any then ongoing default on Seller’s part and confirming the material business terms of the applicable Lease) from each tenant individually occupying more than 10,000.00 square feet (collectively, the “Major Tenants”) and from Tenants occupying 80% of the balance of the occupied area of the Real Property of have not been delivered to Purchaser (the Property in accordance with generally accepted accounting principles (or“Minimum Estoppel Threshold”), at least, “sound” accounting principles) consistently applied. Tenantthen Purchaser shall, at its expenseoption and as its sole and exclusive remedies, have the right to either: (a) terminate this Contract upon written notice thereof to Seller at least one (1) day prior to the Closing Date, in which event, Purchaser shall receive a refund of the Deposit, and Purchaser and Seller shall each be relieved of any and all liability under this Contract, except such liability under this Contract expressly stated herein to survive such termination or (b) Purchaser may elect to extend the Closing Date for an additional period of time not to exceed thirty (30) days upon written notice to Seller at least two (2) days prior to the original Closing Date in order to enable Seller to continue to pursue such requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold. If Seller is still not able to obtain the requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold within such additional thirty (30) day period, then either Seller or Purchaser shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) at its respective sole option and Taxes - Real Property (Actual) for a particular yearas its respective sole and exclusive remedy, to audit Landlord's books and records relating terminate this Contract upon notice thereof to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen other party within five (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (155) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount expiration of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers day period; in which event, Purchaser shall receive a refund of the result of such audit Deposit and thereafter neither Seller nor Purchaser will have any further liability, obligation or responsibility to Landlordthe other under this Contract, except as otherwise expressly provided in this Contract. If Purchaser elects to extend the amount of Operating Expenses or Taxes set forth Closing Date in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection accordance with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provisionSection, andthen Closing will occur within five (5) days after Seller delivers to Purchaser the requisite estoppel certificates that satisfy the Minimum Estoppel Threshold. Purchaser shall have the option to waive the Seller’s condition precedent to Closing set forth in this Section by written notice to Seller, whereupon such condition will be deemed satisfied. In addition, Seller shall use good faith efforts to cause all tenants to execute and deliver to Purchaser subordination, non-disturbance and attornment agreements (collectively, “SNDAs”) in favor of Purchaser’s institutional first mortgage lender in the forms required under and/or on terms stipulated in the respective Leases or if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation any of the Buildingrespective Leases do not require a form or stipulate any specific terms, Landlord then in the form attached hereto as Exhibit “E”. In the event that SNDAs from the Major Tenants and from any other Tenant with a recorded leasehold interest has not been executed and returned to Purchaser on or before Closing, until the same are so returned, either party shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written Contract upon notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual)other, Tenant in which event Purchaser shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) receive a refund of the definition Deposit, and be relieved of Operating Expenses in Schedule “1any and all liability under this Contract, except such liability under this Contract expressly stated herein to survive such termination.”

Intentionally Deleted. 3.2.4 Landlord agrees I. Seller shall use good faith efforts to keep books cause all of the tenants to execute and records reflecting deliver to Purchaser estoppel certificates in the Operating Expenses form attached hereto as Exhibit “D” and Taxes - incorporated herein by reference, provided that, to the extent the applicable Leases call for forms of estoppel certificates which differ from the form attached as Exhibit “D” the form required under such Leases shall be deemed to be the required form for purposes hereof. In the event that, prior to the expiration of the date five (5) days before the Closing Date, estoppel certificates in the form called for above (and not alleging any then ongoing default on Seller’s part and confirming the material business terms of the applicable Lease) from each tenant individually occupying more than 10,000.00 square feet (collectively, the “Major Tenants”) and from Tenants occupying 75% of the balance of the occupied area of the Real Property of have not been delivered to Purchaser (the Property in accordance with generally accepted accounting principles (or“Minimum Estoppel Threshold”), at least, “sound” accounting principles) consistently applied. Tenantthen Purchaser shall, at its expenseoption and as its sole and exclusive remedies, have the right to either: (a) terminate this Contract upon written notice thereof to Seller at least one (1) day prior to the Closing Date, in which event, Purchaser shall receive a refund of the Deposit, and Purchaser and Seller shall each be relieved of any and all liability under this Contract, except such liability under this Contract expressly stated herein to survive such termination or (b) Purchaser may elect to extend the Closing Date for an additional period of time not to exceed thirty (30) days upon written notice to Seller at least two (2) days prior to the original Closing Date in order to enable Seller to continue to pursue such requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold. If Seller is still not able to obtain the requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold within such additional thirty (30) day period, then either Seller or Purchaser shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) at its respective sole option and Taxes - Real Property (Actual) for a particular yearas its respective sole and exclusive remedy, to audit Landlord's books and records relating terminate this Contract upon notice thereof to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen other party within five (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (155) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount expiration of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers day period; in which event, Purchaser shall receive a refund of the result of such audit Deposit and thereafter neither Seller nor Purchaser will have any further liability, obligation or responsibility to Landlordthe other under this Contract, except as otherwise expressly provided in this Contract. If Purchaser elects to extend the amount of Operating Expenses or Taxes set forth Closing Date in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection accordance with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provisionSection, andthen Closing will occur within five (5) days after Seller delivers to Purchaser the requisite estoppel certificates that satisfy the Minimum Estoppel Threshold. Purchaser shall have the option to waive the Seller’s condition precedent to Closing set forth in this Section by written notice to Seller, whereupon such condition will be deemed satisfied. In addition, Seller shall use good faith efforts to cause all tenants to execute and deliver to Purchaser subordination, non-disturbance and attornment agreements (collectively, “SNDAs”) in favor of Purchaser’s institutional first mortgage lender in the forms required under and/or on terms stipulated in the respective Leases or if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation any of the Buildingrespective Leases do not require a form or stipulate any specific terms, Landlord then in the form attached hereto as Exhibit “E”. In the event that SNDAs from the Major Tenants and from any other Tenant with a recorded leasehold interest has not been executed and returned to Purchaser on or before Closing, until the same are so returned, either party shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written Contract upon notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual)other, Tenant in which event Purchaser shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) receive a refund of the definition Deposit, and be relieved of Operating Expenses in Schedule “1any and all liability under this Contract, except such liability under this Contract expressly stated herein to survive such termination.”

Intentionally Deleted. 3.2.4 Landlord agrees to keep books (h) Tenant’s design build contractor shall incorporate only new materials and records reflecting equipment into the Operating Expenses and Taxes - Real Property construction of the Property in accordance with generally accepted accounting principles (orWaterford II Improvements. Tenant shall cause its design build contractor to warrant all Waterford II Improvements including, at leastwithout limitation, “sound” accounting principles) consistently applied. Tenantthe foundations, at its expenseslab, shall have structural frame, roof, exterior walls of the rightWaterford II Building, within twelve (12) months after receiving Landlord's statement and any site improvements, landscaping or other elements of Operating Expenses (Actual) the Waterford II Improvements against defective design, workmanship, and Taxes - Real Property (Actual) materials, latent or otherwise, for a particular yearperiod of one year from the date of Substantial Completion (the “Warranty Period”). Tenant shall use commercially reasonable efforts to cause its design build contractor to repair or replace at such design build contractor’s sole cost and expense any defective item of Waterford II Improvements occasioned by defective design, workmanship, or materials that Landlord or Tenant discovers during the Warranty Period. Upon the expiration of the Warranty Period, Tenant shall cause all remaining material and labor warranties for the design build contractor, the roof on the Waterford II Building, the window glazing, and all mechanical or other systems, including HVAC, electric, plumbing and sewer systems, to audit be assigned to Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by TenantIn addition, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due all other remaining assignable guaranties and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid warranties received by Tenant in connection with Tenant's auditthe construction of the Waterford II Improvements and, not thereafter, Tenant shall perform (or cause the performance of) for the benefit of Landlord, at Landlord’s expense, any continuing, non-assignable guaranties and warranties. Notwithstanding the foregoing, Tenant has no obligation to exceed [*****] per audit. No audit shall be conducted at assign any time that there warranty or guaranty to Landlord if Tenant is obligated to maintain an uncured Event item covered by the warranty or guaranty pursuant to Section 10 of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit From and no assignee shall conduct an audit for any period during which such assignee was not in possession after the expiration of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual)Warranty Period, Tenant shall be deemed to have approved such statement cooperate with Landlord in all respectsLandlord’s enforcement, at Landlord’s sole Exhibit 10.7 cost and expense, of any express warranties or guaranties of workmanship or materials for the Waterford II Improvements given by subcontractors, architects, draftsmen, or materialmen that guarantee or warrant against defective design, workmanship, or materials for a period of time in excess of the Warranty Period, provided that the foregoing shall not preclude be at Tenant’s sole cost and expense if Tenant from objecting is obligated to payments maintain such item pursuant to Section 10 of amortized amounts for capital improvement items charged this Lease. The obligations Tenant undertakes under the terms of this subsection are in addition to the maintenance and repair obligations that Tenant undertakes under subparagraph (vii) other terms of the definition of Operating Expenses in Schedule “1this Lease.”

Intentionally Deleted. 3.2.4 Landlord agrees to keep books and records reflecting the Operating Expenses and Taxes - Real Property C. The Rights of the Property Parties to Leases Acquired in accordance with generally accepted accounting principles the AMI. If, during the term of the AMI, any Party acquires an Oil and Gas Interest within the AMI (orhereinafter referred to as an "Acquired Interest"), at leastwhether by leasing, “sound” accounting principlesfarm-in, purchase from a third party lessee or otherwise, the Party that acquires the Acquired Interest (the "Acquiring Party") consistently applied. Tenant, at its expense, shall have deliver written notice of the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating acquisition to the Operating Expenses and Taxes as other Party (the case may be for such year. If conducted "Non-Acquiring Party"), by Tenantcertified mail, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after of the date of the acquisition (the "Notice"). The Notice must include a copy of the instrument creating the Acquired Interest (e.g. an oil and gas lease or mineral deed), any title documents defining the title and quantity of the Acquired Interest (e.g. ownership reports and run sheets), and documentation of the Acquisition Cost, as defined above, of the Acquired Interest. The Non-Acquiring Party shall have fifteen (15) days from receipt of the Notice in which to provided notice to the Acquiring Party, in writing, delivered by certified mail, of its receipt by Tenantdecision whether or not to acquire one-half of the Acquired Interest. If the audit reveals that Non-Acquiring Party elects to acquire one-half of the amounts paid by Tenant Acquired Interest, the Non-Acquiring Party shall tender to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunderAcquiring Party, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers of its election, one-half of the result Acquisition Costs of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) Acquired Interest, and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord the Acquiring Party shall, within thirty (30) days after of receipt of written request from Tenant, accompanied by backthe Non-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with TenantAcquiring Party's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession share of the Tenant Space. Such audit must be conducted by Acquisition Costs, deliver an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through assignment of one-half of the Tenant's audit with respect Acquired Interest to financial matters (includingthe Non-Acquiring Party, without limitation, costs, expenses, income) and any other matters pertaining reservation. Failure of the Non-Acquiring Party to respond to the Landlord and/or the Property as well as any compromise, settlementNotice within fifteen (15) days, or adjustment reached between Landlord and Tenant relative to deliver its share of the Acquisition Costs to the results of Acquiring Party within the audit shall be held in strict confidence by Tenantfollowing (30) days, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed a waiver and release, by the Non-Acquiring Party, of any present or future right to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) a share of the definition of Operating Expenses Acquired Interest. Any Acquired Interest in Schedule “1which the Non-Acquiring Party elects to participate for a one-half share shall be referred to hereinafter as a "Jointly Owned Interest".”

Intentionally Deleted. 3.2.4 (d) Landlord agrees may recover from Tenant, and Tenant shall pay to keep books Landlord upon demand, as Additional Rent, such reasonable and records reflecting the Operating Expenses and Taxes - Real Property actual expenses as Landlord may incur in recovering possession of the Property Leased Premises, placing the same in accordance with generally accepted accounting principles good order and condition and repairing the same for reletting, and all other reasonable and actual expenses, commissions and charges incurred by Landlord in exercising any remedy provided herein or as a result of any Event of Default by Tenant hereunder (orincluding without limitation attorneys' fees). Except as provided in Section 9(b) or 13(e), at least, “sound” accounting principles) consistently applied. any time upon prior notice to Tenant, at its expense, Landlord and Lender shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular yearbut shall not be required, to audit Landlord's books pay such sums or do any act which requires the expenditure of monies which may be necessary or appropriate by reason of the failure or neglect of Tenant to comply with any of its obligations under this Lease (Landlord and records relating Lender shall not, however, exercise any such rights unless the failure or neglect shall have ripened into an Event of Default), and in the event of the exercise of such right by Landlord or Lender, Tenant agrees to pay to Landlord or Lender forthwith upon demand, as Additional Rent, all such sums including reasonable attorneys fees, together with interest thereon at the Default Rate. (e) The various rights and remedies reserved to Landlord herein are cumulative, the rights and remedies described in Section 20(a)-(d) shall survive termination of this Lease and Landlord may pursue any and all such rights and remedies and any other available to Landlord under applicable law or equity, whether at the same time or otherwise (to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenantextent not inconsistent with specific provisions of this Lease); provided, such audit however, that no remedy of termination shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver available to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency except as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes expressly set forth in Landlord's statement Section 20(b) after the occurrence of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****]an Event of Default. Notwithstanding anything herein to the contrary, Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of expressly waives its right to audit, forcibly dispossess Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Leased Premises, whether peaceably or otherwise, without judicial process, such that Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner entitled to any person "commercial lockout" or any other than Tenant and/or Tenant's officers, agents and employees, except upon provisions of applicable law which permit landlords to dispossess tenants from commercial properties without the prior written consent benefit of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Lawsjudicial review. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “121.”

Intentionally Deleted. 3.2.4 Landlord agrees (c) On or prior to keep books and records reflecting the date hereof, (x) Operating Expenses and Taxes - Real Property Lessees shall notify each of the Property in accordance with generally accepted accounting principles Managers to make all payments due to a Operating Lessee under the applicable Property Management Agreement and/or Operating Lease or otherwise payable directly to the Deposit Account (or, at least, “sound” accounting principles) consistently applied. Tenant, at its expensethe form of such notice shall be subject to the approval of Lender and, shall have be irrevocable without the rightconsent of Lender until the Debt has been paid in full, within twelve it being understood that the notice contained in the Agreements with Managers was previously approved by Lender), and (12y) months after receiving Landlord's statement of Borrowers shall notify Operating Expenses Lessees to make all payments due to Borrowers under the Operating Leases (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating but only to the extent amounts received under the Operating Expenses and Taxes as Lease were not paid from amounts received by the case may be for Operating Lessee pursuant to Sections 9.4.1(x), 9.2 or 9.3 hereof) directly into the Deposit Account (the form of such year. If conducted by Tenant, such audit notice shall be conducted only during regular business hours at a location reasonably designated subject to the approval of Lender and, shall be irrevocable without the consent of Lender until the Debt has been paid in full, it being understood that the notice contained in the Agreements with Managers was previously approved by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by TenantLender). If the audit reveals that Deposit Account is changed, a comparable notice shall be sent to each Property Manager and Operating Lessee. If, notwithstanding the provisions of this Section 9.1(c), a Borrower or Operating Lessee receives any sums due under a Property Management Agreement, Operating Lease (but only to the extent amounts received under the Operating Lease were not paid from amounts received by the Operating Lessee pursuant to Sections 9.4.1(x), 9.2 or 9.3 hereof) or other amount (including any "key" or similar funds paid by Tenant any Property Manager or Affiliate thereof to Landlord Borrower) otherwise payable to such Borrower or Operating Lessee (except for amounts payable to such Borrower or Operating Lessee pursuant to Section 9.4.1(x) or amounts otherwise permitted to be paid or distributed to or on account behalf of Borrowers or Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunderLessees under Section 9.2 or Section 9.3 hereof), then Landlord shall credit the amount of such excess toward the next monthly payment(sapplicable Borrower or Operating Lessee (x) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at deemed to hold such amounts in trust for Lender and (y) shall deposit any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit sums in the future Deposit Account within one Business Day of receipt thereof. Borrowers or Operating Lessees agree to provide Lender with written notice of any amounts reimbursed to Sponsor pursuant to this Section 3.2.4. In within ten (10) Business Days from the event Tenant's auditor violates the terms date of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future auditsuch reimbursement. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection and to the statement of extent Sponsor or any affiliate (other than a Borrower or an Operating Expenses (ActualLessee) and/or Taxes - Real makes a capital expenditure with respect to a Property (Actual), Tenant shall be deemed to have approved such statement that is provided for in all respectsan Annual Budget, provided that no Event of Default has occurred and is continuing, Borrower will be entitled to receive reimbursement from the foregoing shall not preclude Tenant applicable Property Manager from objecting to payments of amortized amounts for capital improvement items charged to Tenant the FF&E reserve account established under subparagraph (vii) of the definition of Operating Expenses in Schedule “1applicable Property Management Agreement.”

Intentionally Deleted. 3.2.4 Landlord agrees (d) In the event Tenant proposes an assignment of this lease which is not a Permitted Transfer or proposes to keep books sublease, in a single sublease, or when combined with previous and records reflecting the Operating Expenses and Taxes - Real Property any contemplated subleases, of 50,000 or more square feet for a sublease term of more than ninety-five percent (95%) of the Property in accordance with generally accepted accounting principles (or, at least, “sound” accounting principles) consistently applied. Tenant, at its expense, shall have the right, within twelve (12) months after receiving Landlord's statement remaining Term of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunderthis lease, then Landlord may elect to terminate this lease as to the Sublet Space on the date set forth in Landlord’s notice to Tenant, which date shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are be no less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days and no more than ninety (90) days after Tenant delivers the result date of such audit to Landlordnotice. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) Sublet Space does not constitute the entire Premises and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable exercises its option to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under terminate this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit lease with respect to financial matters (includingthe Sublet Space, without limitationas to that portion of the Premises which is not part of the Sublet Space, coststhis lease shall remain in full force and effect except that Base Rental, expensesTenant’s Forecast Additional Rental, income) and Tenant’s Additional Rental shall be calculated on the difference between the net rentable area prior to such termination and the net rentable area of the Sublet Space. Notwithstanding any other matters pertaining term or provision of this lease to the contrary, in the event that Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative elects to the results of the audit shall be held in strict confidence by Tenant, subject terminate this lease pursuant to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to auditLandlord’s options set forth above, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's withdraw its request to sublet the Sublet Space, such right to audit in be exercisable by Tenant by delivery of written notice of such withdrawal to Landlord within twenty (20) days of receipt of written notice from Landlord of such election to terminate the future pursuant lease with respect to this Section 3.2.4the Sublet Space. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the that Tenant exercises such right to condition Tenant's right withdraw its request to audit in sublet the future pursuant Sublet Space, then Landlord’s election to terminate this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant lease shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1no force and effect.”

Intentionally Deleted. 3.2.4 Landlord agrees to keep books F. Tenant is in default beyond any notice and records reflecting the Operating Expenses and Taxes - Real Property of the Property in accordance cure period under any other lease or agreement with generally accepted accounting principles (or, at least, “sound” accounting principles) consistently applied. Tenant, at its expense, shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the lease or agreement for parking. Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Default. Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject default under this Lease if (i) Landlord fails to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and perform any of its officers, agents, obligations hereunder and employees to be similarly bound. As said failure continues for a condition precedent to Tenant's exercise period of its right to audit, 60 days after written notice thereof from Tenant must deliver to Landlord a signed covenant from the auditor in a form (provided that if such failure cannot reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 belowcured within said 60 day period, Landlord shall have all rights allowed by law or equity be in default hereunder only if Tenant, its officers, agentsLandlord fails to commence the cure of said failure within said 60 day period, or employees violate having commenced the terms curative action within said 60 day period, fails to diligently pursue same) and (ii) each Mortgagee (as defined in Article XXVI) of this provision, and, if whose identity Tenant and/or its officers has been notified in writing shall have failed to cure such default within 30 days (or employees violates the terms such longer period of this provision the result time as may be specified in any written agreement between Tenant and Mortgagee regarding such matter) after receipt of which is the material impairment and/or interference written notice from Tenant of Landlord's operation of ’s failure to cure within the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4time periods provided above. In the event Tenant's auditor violates of a default by Landlord under the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual)Lease, Tenant shall be deemed use reasonable efforts to have approved mitigate its damages and losses arising from any such statement default and Tenant may pursue any and all remedies available to it at law or in all respectsequity, provided provided, however, in no event shall Tenant claim a constructive or actual eviction or that the foregoing Premises have become unsuitable or unhabitable prior to a default and failure to cure by Landlord and its Mortgagee under this Lease and, further provided, in no event shall not preclude Tenant from objecting be entitled to payments of amortized amounts receive more than its actual direct damages, it being agreed that Tenant hereby waives any claim it otherwise may have for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1special or consequential damages.”

Intentionally Deleted. 3.2.4 (5) By April 1 of each calendar year, or as soon thereafter as practicable, Landlord agrees shall furnish to keep books Tenant a statement of Operating Costs for the previous year, and records reflecting of the Taxes for the previous year (the "OPERATING COSTS AND TAX STATEMENT"). If the Operating Expenses Costs and Tax Statement reveals that Tenant paid more for Operating Costs than the actual amount for the year for which such statement was prepared, or more than its actual share of Taxes - Real Property for such year, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant paid less than Tenant's actual Additional Rent or Taxes due, then Tenant shall promptly pay Landlord such deficiency. If Tenant is not in monetary default of its obligations under this Lease, within a period of sixty (60) days following receipt of the Property in accordance with generally accepted accounting principles Operating Costs and Tax Statement, Tenant or its representatives (or, at least, “sound” accounting principleswhich representatives shall exclude anyone hired on a contingent fee basis) consistently applied. Tenant, at its expense, shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) upon reasonable prior notice and Taxes - Real Property (Actual) for a particular yearat mutually convenient times, to audit examine Landlord's books and records relating with respect to the Operating Expenses and Taxes as the case may be for items in such year. If conducted by Tenant, such audit shall be conducted only Statement during regular normal business hours at a location reasonably designated Landlord's offices where such books and records are maintained (which books and records shall be maintained in accordance with GAAP). Tenant may give Landlord notice of any written objection to any items of expense. If it shall be determined by Landlord on the DPD Campus and only after Tenant gives that (i) Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by overcharged Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or promptly refund (b) are less but no later than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after such determination is made) to Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses any such overcharge, or Taxes set forth in Landlord's statement of Operating Expenses (Actualii) and Taxes - Real Property Landlord undercharged Tenant, then Tenant shall promptly pay (Actual) was overstated by Landlord by more but no later than [*****], Landlord shall, within thirty (30) days after receipt such determination is made) the amount of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm undercharge to Landlord. Notwithstanding anything Any information obtained by Tenant pursuant to the contrary contained herein, including without limitation provisions of this Section 3.2.4 and/or 4.(b)(5) shall be treated as confidential under the conditions set forth in Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms 25.(s) of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1Lease.”

Intentionally Deleted. 3.2.4 Landlord agrees to keep books and records reflecting 6.7 If on the Operating Expenses and Taxes - Real Property Closing Date, the state of the Property title is other than in accordance with generally accepted accounting principles (orthe requirements set forth in this Purchase Contract or if any condition to be fulfilled by Seller shall not be satisfied, Purchaser shall provide Seller with written Notice thereof at leastsuch time, “sound” accounting principles) consistently appliedor such title objection or unfulfilled condition shall be deemed waived by Purchaser in which case Purchaser and Seller shall proceed to consummate the Closing on the Closing Date. TenantIf Purchaser timely gives Seller such Notice, Seller at its expense, shall have the right, sole option and upon Notice to Purchaser within twelve Seven (127) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results calendar days following receipt of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant Notice may elect to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts cure such objection or unfulfilled condition for up to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) calendar days. Should Seller be able to cure such title objection or condition, or should Seller be able to cause title insurance over the same by the Closing Date or any postponed Closing Date, or should Purchaser waive such objection or condition within such period for cure, then the Closing shall take place on or before ten (10) calendar days after Tenant delivers the result Notice of such audit cure or waiver. 6.8 If Seller does not elect to Landlordcure such objection or unfulfilled condition or during the period of cure Seller is unable or unwilling, in its sole discretion or opinion, to eliminate such title objection or cause Title Insurer to insure over such matter or satisfy such unfulfilled condition, Seller shall give Purchaser written Notice thereof, and if Purchaser does not waive such objection by written Notice delivered to Seller and the title company issuing the Title Commitment on or before Seven (7) calendar days following the date Seller gives such Notice, then this Purchase Contract shall automatically terminate, in which event Purchaser shall release and quitclaim all of Purchaser's right and interest in such Property to Seller, and the parties hereto shall have no further obligations to each other, except for Purchaser's obligations pursuant to Section 5.3 above, and the Deposit shall be immediately returned to Purchaser. If 6.9 Seller covenants that it will not voluntarily create or cause any lien or encumbrance to attach to the amount Property between the date of Operating Expenses this Purchase Contract and the Closing Date; any such monetary lien or Taxes set forth in Landlord's statement encumbrance so attaching by voluntary act of Operating Expenses (Actual) Seller shall be discharged by the Seller at or prior to Closing on the Closing Date or any postponed Closing Date. Except as expressly provided above, Seller shall not be required to undertake efforts to remove any other lien, encumbrance, security interest, exception, objection or other matter, to make any expenditure of money or institute litigation or any other judicial or administrative proceeding and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, Seller may elect not to exceed [*****] per auditdischarge the same. No audit 6.10 Anything to the contrary notwithstanding, Purchaser shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall not have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally terminate this Purchase Contract or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner object to any person lien, encumbrance, exception or other than Tenant and/or Tenant's officersmatter that is a Permitted Exception, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, that has been waived or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1.”been waived by Purchaser. 6.11 Intentionally deleted. 6.12

Intentionally Deleted. 3.2.4 Landlord agrees 2.10. Requisitions for the Initial Release and all subsequent releases from the Disbursement Fund shall be provided to keep books and records reflecting each Lender by Borrower simultaneously with submission of such Requisition to Administrative Agent, together with all supporting material required by this Article II in the Operating Expenses and Taxes - Real Property case of the Property Initial Release and Article IV in accordance with generally accepted accounting principles the case of each subsequent release (orincluding, at leastbut not limited to, “sound” accounting principles) consistently appliedthe reports of the Construction Consultant). Tenant, at its expense, In the event that a Lender disapproves all or a portion of the Requisition and notifies (which disapproval notification shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating be made to the Operating Expenses Administrative Agent in writing, be reasonable and Taxes be in sufficient detail for the Administrative Agent to be able to assess the disapproval (the “Disapproval Notice”)) Administrative Agent of such disapproval prior to Administrative Agent disbursing the Loan proceeds, Administrative Agent shall not release such disbursement (or portion thereof that is being disapproved by the applicable Lender, as the case may be for such yearbe) until Administrative Agent, Required Lenders and the Borrower resolve the disputed items. If conducted by TenantIn the event that a Lender disapproves or disputes all or a portion of a Requisition and provides a Disapproval Notice to Administrative Agent after Administrative Agent has disbursed the Loan proceeds, such audit Administrative Agent shall be conducted only during regular business hours at not disburse the immediately succeeding Requisition until Administrative Agent, Required Lenders and the Borrower resolve the disputed items. Notwithstanding the foregoing, if a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen Lender has not disapproved a Requisition within five (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (155) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount release of such excess toward the next monthly payment(s) of Rent due and payable hereunderdisbursement, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit Lender’s consent shall be conducted at any time that there is an uncured Event deemed given. For the purposes of Default by Tenant under this Lease. No subtenant shall have any right Section 2.10, in addition to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required delivering notices pursuant to any litigation between Landlord and Tenant related Section 7.01(h) hereof, Required Lenders shall provide notice to such audit, or if required Administrative Agent by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance electronic mail to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to LandlordXxxxxxxxx.Xxxxxxxx@xx.xxx. Notwithstanding anything to the contrary contained hereinin this Agreement or otherwise, including without limitation this Section 3.2.4 and/or Section 17.19 belowbut subject to the Accepted Servicing Practices, Landlord Administrative Agent shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection no liability whatsoever to the statement Lenders for approving the advance of Operating Expenses (Actual) and/or Taxes - Real Property (Actual)a Requisition that any Lender or Lenders subsequently disapprove, Tenant shall be approved or are deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1approved.”

Intentionally Deleted. 3.2.4 (5) By April 1 of each calendar year, or as soon thereafter as practicable, Landlord agrees shall furnish to keep books Tenant a statement of Operating Costs for the previous year, in each case adjusted as provided in Section 4.(b)(6), and records reflecting of the Taxes for the previous year (the "OPERATING COSTS AND TAX STATEMENT"). If the Operating Expenses Costs and Tax Statement reveals that Tenant paid more for Operating Costs than the actual amount for the year for which such statement was prepared, or more than its actual share of Taxes - Real Property for such year, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant paid less than Tenant's actual Proportionate Share of the Property in accordance with generally accepted accounting principles (orAdditional Rent or share of Taxes due, at leastthen Tenant shall promptly pay Landlord such deficiency. If Tenant disputes such Operating Cost and Tax Statement as aforesaid, “sound” accounting principles) consistently applied. Tenant, at its expense, Tenant shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for right to cause an accounting firm not engaged on a particular year, contingent fee basis to audit Landlord's books used to determine said Operating Cost and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen Tax Statement within ninety (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (1590) days after its receipt submission thereof by Landlord, which right Tenant agrees not to exercise more than once annually. Access to said Operating Cost and Tax Statement books shall be provided within thirty (30) days of Tenant's request. Any information obtained by Tenant pursuant to the provisions of this Section 4(b)(5) shall be treated as confidential and shall not be disclosed to anyone including without limitation any other tenants of the Building (other than to Tenant's accounting firm and/or Tenant's financial and legal consultants and lenders). If the any such audit reveals that the amounts discloses Tenant paid by Tenant to Landlord on account in excess of Tenant's proportionate share of Operating Expenses and/or Costs or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of promptly reimburse such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to LandlordTenant's demand therefor. If the amount of any audit discloses that Landlord overstated Operating Expenses or Costs and/or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****]five percent (5%), Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, shall promptly reimburse Tenant for the actual, its reasonable out-of-pocket costs and expenses paid by Tenant in connection associated with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1.”

Intentionally Deleted. 3.2.4 Landlord agrees (c) All insurance required hereunder shall not be subject to keep books and records reflecting the Operating Expenses and Taxes - Real Property of the Property in accordance with generally accepted accounting principles (or, cancellation without at least, “sound” accounting principles) consistently applied. Tenant, at its expense, shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within least thirty (30) days after Tenant delivers the result of such audit prior notice to all insureds, and shall name Landlord. If the amount of Operating Expenses or Taxes set forth in , Brandywine Realty Trust, Landlord's statement Agent and Tenant as insureds, as their interests may appear, and, if requested by Landlord, any liability policy held by Tenant for the Premises shall also name as an additional insured as their interests may appear any mortgagee or holder of Operating Expenses (Actual) any mortgage which may be or become a lien upon any part of the Premises. Prior to the commencement of the Term, Tenant shall provide Landlord with certificates and Taxes - Real Property (Actual) was overstated by copies of the policy or policies of insurance above referred to, with evidence that the coverages required have been obtained and that premiums have been paid in full for the policy periods. Tenant shall also furnish to Landlord by more than [*****]throughout the term hereof replacement certificates or copies of renewal polices, Landlord shall, within together with evidence of like paid premiums at least thirty (30) days after receipt prior to the expiration dates of written request from Tenant, accompanied the then current policy or policies. All the insurance required under this Lease shall be issued by backinsurance companies authorized to do business in the State of New York with a financial rating of at least an A-up documentation reasonably acceptable to Landlord, reimburse Tenant X as rated in the most recent edition of Best's Insurance Reports and in business for the actualpast five years. Except as otherwise provided herein, reasonable costs the limit of any such insurance shall not limit the liability of Tenant hereunder. If Tenant fails to procure and expenses paid by Tenant in connection with Tenant's auditmaintain such insurance, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (includingLandlord may, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and but shall not be revealed in any manner to any person other than Tenant and/or required to, procure and maintain the same, at Tenant's officers, agents and employees, except upon the expense to be reimbursed by Tenant as Additional Rent within ten (10) days of written demand. Any deductible under such insurance policy or self-insured retention under such insurance policy in excess of Ten Thousand ($10,000) must be approved by Landlord in writing prior to issuance of such policy. Tenant shall not self-insure without Landlord's prior written consent consent. The policy limits set forth herein shall be subject to periodic review, and Landlord reserves the right to require that Tenant increase the liability coverage limits if, in the reasonable opinion of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord the coverage becomes inadequate and Tenant related to such audit, or if required is less than commonly maintained by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are tenants of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit similar buildings in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1area making similar uses.”

Intentionally Deleted. 3.2.4 Section 17.23 Brokers Landlord and Tenant represent and warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, except for the Broker defined in the Basic Terms, and that they know of no other real estate broker or agent who is entitled to a commission or finder’s fee in connection with this Lease. Each party shall indemnify, protect, defend, and hold harmless the other party against all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including reasonable attorneys’ fees) for any leasing commission, finder’s fee, or equivalent compensation alleged to be owning on 52 account of the indemnifying party’s dealings with any real estate broker or agent. Landlord shall pay a commission to the Broker pursuant to the terms of a separate written agreement. Section 17.24 Survival All covenants and obligations arising out of this Lease shall survive the expiration or earlier termination of this Lease and shall remain outstanding until satisfied in full. Section 17.25 Rooftop Communications Equipment (a) Roof Space. Landlord agrees to keep books permit Tenant to utilize sufficient and records reflecting suitable space on the Operating Expenses and Taxes - Real Property roof of the Property in accordance with generally accepted accounting principles Building (or“Roof Space”) throughout the Lease Term and any extensions thereof for the purpose of installing, at leastusing, “sound” accounting principles) consistently applied. Tenantmaintaining or replacing, at its expenseor cause a carrier, shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid vendor or other operator selected by Tenant to install, maintain and replace, on the Roof Space at Tenant’s sole cost and expense, certain telecommunications and other rooftop equipment (“Equipment”). Landlord on account of Operating Expenses and/or Taxes: also agrees that Tenant may run cables (a“Cables”) exceed related to the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount use of such excess toward Equipment between the next monthly payment(s) of Rent due Roof Space and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to LandlordPremises. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit It shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise the ability of its right Tenant to audit, Tenant must deliver to Landlord a signed covenant from install such Equipment and/or Cables on the auditor in a form reasonably satisfactory to Landlord acknowledging Roof Space that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord plans and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior specifications therefore have received written consent of thereto by Landlord, which consent may shall not be withheld unreasonably withheld. So long as the Equipment and Cables are used for the sole benefit of Tenant and its assignees, subtenants, guests and invitees in Landlord's sole discretiontheir operations at the Premises and no third party revenue is derived for such Equipment and Cables, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant there shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items no additional monthly rental fees charged to Tenant under subparagraph (vii) for its use of the definition of Operating Expenses in Schedule “1.”Roof Space. (b)

Intentionally Deleted. 3.2.4 SURRENDER OF 21. No act by Landlord agrees to keep books and records reflecting the Operating Expenses and Taxes - Real Property shall be deemed an acceptance PREMISES of a surrender of the Property in accordance with generally accepted accounting principles (orPremises, at least, “sound” accounting principles) consistently applied. Tenant, at its expense, shall have and no agreement to accept a surrender of the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit Premises shall be conducted only during regular business hours at a location reasonably designated valid unless the same is made in writing and signed by Landlord on Landlord. At the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. expiration or termination of this Lease, Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due Premises with all improvements located thereon in good repair and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actualcondition, reasonable costs wear and expenses paid by Tenant in connection with Tenant's audit, tear (and condemnation and fire or other casualty damage not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence caused by Tenant, subject as to the terms which Sections 14 and provisions of Section 17.19 below; and Tenant 15 shall cause its auditor and any of its officers, agentscontrol) excepted, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must shall deliver to Landlord a signed covenant from all keys to the auditor in a form reasonably satisfactory to Landlord acknowledging Premises. Provided that Tenant has performed all of its obligations hereunder, Tenant may remove all unattached trade fixtures, furniture, and personal property placed in the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Premises by Tenant (but Tenant shall be held not remove any such item which was paid for, in strict confidence whole or in part, by Landlord). Additionally, Tenant shall remove such alterations, additions, improvements, trade fixtures, equipment, wiring, and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent furniture as Landlord may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Lawsrequest. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of shall repair all damage caused by such provisions shall result in immediate and irreparable harm to Landlordremoval. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does All items not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant so removed shall be deemed to have approved been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such statement items. The provisions of this Section 21 shall survive the end of the Term. HOLDING OVER 22. If Tenant fails to vacate the Premises at the end of the Term, then Tenant shall be a tenant at will and, in addition to all respectsother damages and remedies to which Landlord may be entitled for such holding over, provided Tenant shall pay, in addition to the other Rent, a daily Basic Rental equal to the greater of (i) 150% of the daily Basic Rental payable during the last month of the Term, or (ii) the prevailing rental rate in the Building for similar space. The provisions of this Section 22 shall survive the end of the Term. CERTAIN RIGHTS 23. Provided that the foregoing shall exercise of such rights does RESERVED BY not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) unreasonably interfere with Tenant's occupancy of the definition of Operating Expenses in Schedule “1.”LANDLORD Premises, Landlord, its agents, employees, and contractors shall have the following rights:

Intentionally Deleted. 3.2.4 Tenant shall have no rights in any policy or policies maintained by Landlord agrees to keep books and records reflecting the Operating Expenses and Taxes - Real Property shall not, by reason of the Property in accordance with generally accepted accounting principles (orreimbursement required by this Section, at least, “sound” accounting principles) consistently applied. Tenant, at its expense, shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for be entitled to be a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written noticenamed insured thereunder. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to furnish Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt the Commencement Date, a written statement, certified by Tenant or an executive officer of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for of the actual, reasonable costs and expenses paid actual cost incurred by Tenant in connection with making all improvements and betterments to the Premises. Increases in Fire Insurance Premiums Attributable to Tenant. Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by the standard form of fire insurance policy for office uses. Tenant agrees to pay one hundred (100%) percent of any increase in premiums for fire and extended coverage insurance that may be charged during the Term on the amount of such insurance which may be carried by Landlord on Landlord's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event Building resulting from the type of Default item sold or stored by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was in the Premises, whether or not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining Landlord has consented to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly boundsame. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein In determining whether increased premiums are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of LandlordTenant's operation use of the BuildingPremises, Landlord a schedule, issued by the organization making the insurance rate on the Premises, showing the various components of such rate, shall have be conclusive evidence of the right to terminate Tenant's right to audit in several items and charges which make up the future pursuant to this Section 3.2.4fire insurance rate on the Premises. In the event Tenant's auditor violates occupancy causes any increase of premium for the terms of this provisionfire, Landlord shall have and/or casualty rates on Landlord's Building from the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual)rates charged for customary office uses, Tenant shall pay the additional premium on the fire and/or casualty insurance policies by reason thereof. The Tenant also shall pay, in such event, any additional premium on the rent insurance policy that may be carried by the Landlord for its protection against rent loss through fire. Bills for such additional premiums shall be rendered by Landlord to Tenant at such times as Landlord may elect, and shall be due from, and payable by Tenant when rendered, and the amount thereof shall be deemed to have approved such statement in all respectsbe, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1and be paid as Additional Rent.”

Intentionally Deleted. 3.2.4 Landlord agrees (vi) At least 5 Business Days prior to keep books the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and records reflecting other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses and Taxes - Real Property Expenses”) incurred by Seller from the beginning of the Property in accordance with generally accepted accounting principles then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, at leastif different, “sound” accounting principlessuch Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) consistently applied. through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, at its expense, shall have all in the right, within twelve form customarily submitted to each Tenant (12) months after receiving Landlord's statement the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses (Actual) allocable to periods as of and Taxes - Real Property (Actual) for a particular yearsubsequent to Closing, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit same shall be conducted only during regular business hours prorated and Buyer shall receive a credit therefor at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written noticeClosing. Tenant shall deliver With respect to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account any monthly or periodic payments of Operating Expenses and/or Taxes: received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (asubject to the provisions in Section 12.1(b)(i) exceed for delinquent rentals). Notwithstanding the amounts foregoing, to which Landlord is entitled hereunderthe extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, then Landlord if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall credit be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of such excess toward the next monthly payment(s) Under Collection shall be paid by Buyer to Seller outside of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent escrow within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days 5 Business Days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by applicable Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of year-end Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1Expense reconciliation process.”

Intentionally Deleted. 3.2.4 41. THIRD PARTY RE-LOCATION Any third party tenants leasing less than 3,000 square feet in the Building after execution of this Lease by Landlord agrees and Tenant, will have a right of relocation clause in their leases by which Landlord, upon six (6) month prior written notice, will relocate those tenants in order that Tenant may occupy said space. Landlord shall not be obligated to keep books and records reflecting relocate any such tenants until Tenant has signed an amendment to this Lease incorporating the Operating Expenses and Taxes - Real Property space to be vacated by the other tenant as part of the Property Premises. Said condition will exist provided that Tenant has a minimum of three (3) years left on the Term of this Lease and provided that Landlord has comparable space within the Building in accordance with generally accepted accounting principles (or, at least, “sound” accounting principles) consistently appliedwhich to relocate said tenant. Tenant, at its expense, shall have In the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, event that Tenant has exercised an option or options to audit Landlord's books and records relating renew this Lease pursuant to the Operating Expenses provisions of Paragraph 38 herein, Landlord shall continue to include the foregoing right of relocation clause in leases to third party tenants leasing less than 3,000 square feet in the Building until such time as Tenant has a minimum of three (3) years left on the extended Term of this Lease, and Taxes provided that Landlord has comparable space in the Building in which to locate said tenant. In the event that Landlord relocates an existing tenant in order to accommodate Tenant's need for additional space, Tenant will lease said space in an "as is" condition and under the case may be same terms and conditions of this Lease except that the Rent for such year. If conducted by Tenant, such audit additional space shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy greater of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereundercurrent market rental rate, or (b) are less than the amounts rent reserved for such space in the lease to the tenant which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per auditbeing relocated. No audit shall Tenant Improvement Allowance will be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit given for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1said space.”

Intentionally Deleted. 3.2.4 (i) The Landlord acknowledges and agrees that the Tenant may carry blanket insurance covering numerous premises owned or leased by the Tenant and the Tenant's insurance obligations as contained in the Lease may be satisfied in full by including the Premises within such blanket insurance coverage, provided that such blanket insurance provides for the insurance coverage and endorsements contemplated by this section. (j) In case of loss or damage, the proceeds of insurance for tenants' improvements shall be and are hereby assigned and made payable to keep books the Landlord and records reflecting the Operating Expenses and Taxes - Real Property Tenant. Provided the Tenant is not in default of its obligations under this Lease, the Landlord shall, upon the Tenant's written request, release such proceeds to the Tenant in progress payments at stages determined by a certificate of the Property in accordance with generally accepted accounting principles (or, at least, “sound” accounting principles) consistently applied. Tenant, at its expense, shall have the right, within twelve (12) months after receiving Landlord's statement Expert stating that repairs to each such stage have been satisfactorily completed free of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to liens by the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that Tenant is in default of its obligations under this Lease, the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit be entitled to retain such proceeds without liability to the amount Tenant for interest or otherwise until the default has been, in the opinion of such excess toward the next monthly payment(s) of Rent due and payable hereunderLandlord, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlordremedied. If the amount Tenant fails to make such repairs, the Landlord may perform the repairs and apply the proceeds to the cost thereof. If the Lease is terminated upon the happening of Operating Expenses any damage or Taxes set forth any destruction as provided for in Landlord's statement Article 15.00 or for any other reason, the proceeds of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit insurance shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit allocated between the Landlord and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Spaceaccording to their respective insurable interest. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and The Tenant shall cause its auditor and any all of its officersmortgagees, agents, chargees and employees to be similarly bound. As a condition precedent to Tenant's exercise other encumbrancers of its right interest in the Premises, if any, to auditwaive, Tenant must deliver if applicable, such Person's rights under section 6 of the MORTGAGEE ACT (Ontario), as amended or replaced from time to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging time, so that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall insurance proceeds for tenant's improvements can be held dealt with in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Lawsaccordance with this section. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1.”11.02

Intentionally Deleted. 3.2.4 19.8 If Landlord agrees shall be in default hereunder, and if such default materially impairs Tenant’s use of or operations in the Premises, Tenant shall so notify Landlord in writing and Landlord shall have a period of thirty (30) days following the date of receipt of such written notice to keep books cure the default, or if such default is of a nature that it cannot be cured in thirty (30) days, then Landlord shall have a reasonable period of time beyond such thirty day period to cure the default provided that Landlord is diligently pursuing such cure. In the event that Landlord does not cure the default within the applicable cure period, Tenant shall notify Landlord in writing that Tenant intends to cure such default and records reflecting the Operating Expenses and Taxes - Real Property of the Property in accordance with generally accepted accounting principles (or, at least, “sound” accounting principles) consistently applied. Tenant, at its expense, Tenant shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular yearbut not the obligation, to audit cure such default for the account of Landlord's books , and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts any reasonable amount paid by Tenant to Landlord on in so doing shall be deemed paid for the account of Operating Expenses and/or Taxes: (a) exceed the amounts Landlord, Landlord agreeing to which Landlord is entitled hereunder, then reimburse Tenant therefrom. If Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts fail to which Landlord is entitled hereunder, then reimburse Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant demand for any amount paid for the actualaccount of Landlord hereunder, reasonable costs and expenses paid such amount may be deducted by Tenant from the next or any succeeding payments of Base Rent provided, however, that Tenant shall not deduct any amount until the matter of Landlord’s default has been Finally Determined by judicial proceeding. As used in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule matter has been “1.”Finally

Intentionally Deleted. 3.2.4 Landlord agrees 5.3 In addition to keep books Base Rent, from and records reflecting after the Operating Expenses and Taxes - Real Property of the Property in accordance with generally accepted accounting principles (orapplicable Commencement Date, at least, “sound” accounting principles) consistently applied. Tenant, at its expense, Tenant shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, pay to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus first day of each and only after Tenant gives every month of this Lease, one twelfth (1/12th) of Landlord’s reasonable estimate of Tenant’s Proportionate Share of Operating Costs for that calendar year. Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy attempt in good faith to, on or before November 30th of each calendar year of the results Term, provide Tenant with its reasonable estimate of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement Costs for the following calendar year. If Landlord does not timely provide Tenant with an estimate of the amount of Operating Expenses Costs for the following calendar year, commencing on January 1 of the following calendar year, Tenant shall continue to pay monthly installments based on the previous year’s estimate until Landlord provides Tenant with the new estimate, and upon receipt of such estimate, an adjustment shall be made for any month in which Tenant paid monthly installments based on the previous year’s estimate (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shallwith Tenant to, within thirty (30) days after receipt thereafter, pay Landlord the amount of written request from any underpayment based on such adjustment or Landlord to credit any excess paid by Tenant based on such adjustment toward Tenant’s next rental payment due or refund the same to Tenant, accompanied as Tenant may elect). The Rentable Square Footages of the Initial Premises, the Must-Take Premises, the 5th Floor Expansion Premises, the Second Additional Premises and the Building as stated in this Lease shall be deemed final, conclusive and binding for all purposes of this Lease (and shall control over any conflicting information contained in Exhibit A attached hereto), and, unless otherwise agreed in writing by back-up documentation reasonably acceptable the parties in their sole and absolute discretion, shall not be subject to Landlordchange, reimburse Tenant for even if the actualactual Rentable Square Footages are more or less than any such stated amounts (collectively, reasonable costs the “Rentable Square Footage Agreement”). Base Rent, Tenant’s Proportionate Share of Operating Costs, and expenses paid all other amounts payable by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver whether to Landlord a signed covenant from or to others, are collectively defined as the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1Rent”.”

Intentionally Deleted. 3.2.4 Landlord agrees TAXES 3.3 The Sublessee shall pay to keep books Sublessor an amount equal to any and records reflecting all goods and services taxes, sales taxes, value added taxes, business transfer taxes, or any other taxes imposed on the Operating Expenses and Taxes - Real Property Sublessor with respect to rent or any other costs, charges or expenses payable by the Sublessee to the Sublessor under this sublease, or in respect of the Property rental of space under this sublease, whether characterized as a goods and services tax, sales tax, value added tax, business transfer tax, or otherwise (herein called "Taxes"), it being the intention of the parties that the Sublessor shall be fully reimbursed by the Sublessee with respect to any and all Taxes at the full tax rate applicable from time to time in respect of the rent or the rental of space, without reference to any tax credits available to the Sublessor. The amount of the Taxes so payable by the Sublessee shall be calculated by the Sublessor in accordance with generally accepted accounting principles (orthe applicable legislation or in the same manner set out in the Head Lease, as the circumstances require, and shall be paid to the Sublessor in the case of goods and services tax at leastthe same time as the Gross Rent is paid, “sound” accounting principles) consistently appliedand in the case of any other taxes provided herein at least fifteen days prior to the date that the Sublessor is obliged to remit same. TenantDespite any other provision in this sublease, at its expensethe amount payable by the Sublessee under this paragraph shall be deemed not to be rent, but the Sublessor shall have the right, within twelve (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results same remedies for and rights of recovery of such audit amount as well it has for recovery of rent under this sublease. GROSS RENT FOR 2000 BASE YEAR AND ESCALATIONS 3.4 Gross Rent shall include base year 2000 realty taxes, utilities, waste disposal and insurance components for which Sublessor is responsible to the Head Landlord as any compromiseset out in the Head Lease. The base year 2000 amount in respect of realty taxes, settlementutilities consumption, or adjustment reached between Landlord waste disposal and Tenant insurance is estimated to be $8.50 per square foot. The Sublessor shall provide the Sublessee with appropriate documentation to verify the actual amount as soon as the actual amount can be verified. The Sublessee shall be held responsible for any amounts in strict confidence excess of the base year 2000 amount in respect of realty taxes, utilities, waste disposal and insurance. The Sublessee shall be 4 -4- responsible to provide its own janitorial services, to maintain and repair the Demised Premises, and to be responsible for the costs to repair any damage caused by the Sublessee or those for whom the Sublessee is in law responsible. The Sublessee shall not otherwise be responsible for the maintenance and repair of the Building and shall not otherwise be revealed in any manner required to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything contribute to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right cost and expenses relating to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1same.”

Intentionally Deleted. 3.2.4 ARTICLE XVI ----------- DAMAGE AND DESTRUCTION ---------------------- If the Premises are hereafter damaged or destroyed or rendered partially untenantable for their accustomed use by fire or other casualty insured under the coverage which Landlord agrees is obligated to keep books carry pursuant to Section 11.1 hereof, Landlord shall promptly repair the same to substantially the condition which they were in immediately prior to the happening of such casualty (excluding stock in trade, fixtures, furniture, furnishings, carpeting, floor covering, wall covering, drapes, ceiling and records reflecting equipment), and from the Operating Expenses date of such casualty until the Premises are so repaired and Taxes - Real Property restored, the Minimum Monthly Rent payments payable hereunder shall xxxxx in such proportion as the part of said Premises thus destroyed or rendered untenantable bears to the total Premises; provided, however, that Landlord shall not be obligated to repair and restore if such casualty is not covered by the insurance which Landlord is obligated to carry pursuant to Section 11.1 hereof or is caused directly or indirectly by the negligence of Tenant, its agents, employees and invitees and no portion of the Property Minimum Monthly Rent and other payments payable hereunder shall xxxxx, and provided, further, that Landlord shall not be obligated to expend for any repair or restoration an amount in accordance with generally accepted accounting principles excess of the insurance proceeds recovered therefor, and provided, further, that if the Premises be damaged, destroyed or rendered untenantable for their accustomed uses by fire or other casualty to the extent of more than fifty percent (or50%) of the cost to replace the Premises during the last three (3) years of the Lease Term, at least, “sound” accounting principles) consistently applied. Tenant, at its expense, then Landlord or Tenant shall have the rightright to terminate this Lease effective as of the date of such casualty by giving to the other, within twelve sixty (12) months after receiving Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular year, to audit Landlord's books and records relating to the Operating Expenses and Taxes as the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (1560) days after its receipt by Tenantthe happening of such casualty, written notice of such termination. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereundersuch notice be given, then this Lease shall terminate and Landlord shall credit promptly repay to Tenant any rent theretofore paid in advance which was not earned at the amount date of such excess toward casualty. Any time that Landlord repairs or restores the next monthly payment(s) of Rent due and payable hereunder, Premises after damage or (b) are less than the amounts to which Landlord is entitled hereunderdestruction, then Tenant shall pay promptly repair or replace its stock in trade, fixtures, furnishings, furniture, carpeting, wall covering, floor covering, drapes, ceiling and equipment to the same condition as they were in immediately prior to the casualty, and if Tenant has closed its business, Tenant shall promptly reopen for business upon the completion of such deficiency repairs. If in the event of a fire or casualty Landlord fails to repair and restore the Premises within ninety (90) days after the fire or casualty, then Tenant may, as Additional Rent Tenant's sole remedy for failure to rebuild, cancel and terminate this Lease at any time thereafter unless prior to the exercise of such right by Tenant, Landlord substantially completes the repair or restoration. Notwithstanding anything to the contrary set forth herein, in the event all or any portion of the Center shall be damaged or destroyed by the fire or other cause (notwithstanding that the Premises may be unaffected thereby), to the extent the cost of restoration thereof would exceed fifty percent (50%) of the amount it would have cost to replace the Center in its entirety at the time such damage or destruction occurred, then Landlord may terminate this Lease by giving Tenant thirty (30) days prior notice of Landlord's election to do so, which notice shall be given, if at all, within ninety (90) days following the date of such occurrence. In the event of the termination of this Lease as aforesaid, this lease shall cease thirty (30) days after Tenant delivers such notice is given, and the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) rent and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit other charges hereunder shall be conducted at any time adjusted as of that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1date.”

Intentionally Deleted. 3.2.4 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord agrees to keep books and records reflecting the Operating Expenses and Taxes - Real Property of the Property in accordance with generally accepted accounting principles (or, at least, “sound” accounting principles) consistently applied. Tenant, at its expense, shall have the rightoption, within twelve (12) months after receiving Landlord's statement in its sole discretion, in the event of Operating Expenses (Actual) and Taxes - Real Property (Actual) for a particular yearany proposed subletting or assignment, to audit Landlord's books and records relating to the Operating Expenses and Taxes as terminate this Lease, or in the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at of a location reasonably designated by Landlord on the DPD Campus and only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall deliver to Landlord a copy proposed subletting of the results of such audit within fifteen (15) days after its receipt by Tenant. If the audit reveals that the amounts paid by Tenant to Landlord on account of Operating Expenses and/or Taxes: (a) exceed the amounts to which Landlord is entitled hereunder, then Landlord shall credit the amount of such excess toward the next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts entire Premises, to which recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord is entitled hereunder, then giving Tenant shall pay such deficiency as Additional Rent written notice given by Landlord to Tenant within thirty (30) days after following Landlord’s receipt of Tenant’s written notice as required above. However, if Tenant delivers the result of such audit to notifies Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty five (305) days after receipt of written request from TenantLandlord’s termination notice, accompanied by back-up documentation reasonably acceptable to Landlordthat Tenant is rescinding its proposed assignment or sublease, reimburse Tenant for the actual, reasonable costs and expenses paid by Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit termination notice shall be conducted at any time that there is an uncured Event of Default by Tenant under void and the Lease shall continue in full force and effect. If this Lease. No subtenant Lease shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit terminated with respect to financial matters (includingthe entire Premises pursuant to this Section, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or Term of this Lease shall end on the Property date stated in Tenant’s notice as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results effective date of the audit sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall xxxxx proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging less than that all of the results Premises as of the date immediately prior to such audit as well as recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, outstanding commission obligation which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord due and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the owing as a result of which is any proposed assignment or subletting, whether or not the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future Premises are recaptured pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, 9.3 and rented by Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1proposed tenant or any other tenant.”