Common use of Landlord’s Books and Records Clause in Contracts

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by TenantXxxxxx, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and TenantXxxxxx’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that TenantXxxxxx’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty six (1206) days months after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect and audit Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty six (1206) days months of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five three percent (53%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. In the event that the Accountant determines that Tenant has been overcharged for Additional Rent for the Expense Year at issue, and Landlord shall reimburse Tenant’s refund the cost amount of the Tenant’s Accountant such overcharge to Tenant within thirty (provided that 30) days of such cost shall be a reasonable market cost for such services)determination. Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s 's the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty Upon Tenant's written request given not more than [***] months after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in monetary default or material non-monetary default under this Lease beyond the applicable notice and cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (12060) days after Tenant's written request therefor. Within [***] months after receipt of a Statement by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s offices's corporate office (located in either San Diego County or Los Angeles County), provided that there Tenant is no existing Event of Default not then in monetary default or material non-monetary default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated determination by more than five percent (5%), then the cost [***] Confidential portions of this document have been redacted and filed separately with the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantCommission.

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basis) (“Tenant’s Accountant”or similar basis related to the result of such audit), designated and paid for by Tenant, may, after reasonable notice Notice to Landlord and at reasonable timestimes subject to Landlord’s reasonable scheduling requirements, inspect Landlord’s records with respect to the Statement at Landlord’s offices, offices where such records are kept and/or where the accounting personnel responsible for calculating Direct Expenses work; provided that there Tenant is no existing Event of not then in Default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement Statement; and Statementfurther provided that such inspection must be completed within thirty (30) days after Landlord’s records are made available to Tenant. Tenant agrees that any records of Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, as the case may be. In connection with such inspectionwhich Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant’s accountant, and Tenant’s agents accountant must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute enter into a commercially reasonable confidentiality agreement regarding with Landlord prior to commencing the audit. If, within ten (10) days after such inspection, Tenant notifies Landlord in writing that Tenant still disputes such Direct Expenses included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant selected by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses due for that Expense Year, as determined by such certification, is determined to have been overstated by more than six percent (6%), then Landlord shall pay the reasonable fees of Tenant’s audit and the reasonable costs associated with such certification, in each instance exclusive of travel expenses. Tenant’s failure (i) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of after Tenant’s receipt of such Statement or (ii) to timely complete its inspection of Landlord’s records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount which Statement shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord considered final and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantbinding.

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses allocated to the tenants of the Building pursuant to Section 4.3.1 above and set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basisor similar basis related to the result of such audit) or other authorized representative (“Tenant’s Accountant”which representative shall not be compensated on a contingency fee or similar basis related to such audit), designated and paid for by Tenant, may, within ten (10) business days after reasonable Landlord’s receipt of notice to Landlord and at reasonable timesfrom Tenant and, in any event, only during normal business hours, inspect Landlord’s records with respect to the Statement at Landlord’s offices, ; provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement Statement; and Statementfurther provided that such inspection must be completed within ten (10) business days after Landlord’s full and complete records are made available to Tenant. Tenant agrees that any records of Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, as the case may bewhich Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant’s accountant. In connection with If, within thirty (30) days after such inspection, Tenant notifies Landlord in writing that Tenant still disputes such Direct Expenses allocated to the tenants of the Building pursuant to Section 4.3.1 above and included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s agents must agree in advance expense, by an independent certified public accountant selected by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses allocated to follow Landlordthe tenants of the Building pursuant to Section 4.3.1 above and due for that Expense Year, as determined by such certification, is determined to have been overstated by more than five percent (5%), then Landlord shall pay the costs associated with such certification and the costs of Tenant’s reasonable rules and procedures regarding inspections inspection of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure (1) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of after Tenant’s receipt of such Statement or (ii) to timely complete its inspection of Landlord’s records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement, which Statement shall be considered final and binding. If after such inspectionNotwithstanding anything in this Section 4.6 to the contrary, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to may not inspect Landlord’s books and records and pursuant to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant4.6 more than once per Expense Year.

Landlord’s Books and Records. Within Notwithstanding anything to the contrary contained in this Lease, if, within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, and (ii) is not then in default under this Lease beyond any applicable notice and cure periods, then Tenant shall have the Statement, a member right to cause Landlord’s general ledger of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of accounts and Direct Expenses with respect to such disputed Statement only to be audited by a nationally recognized accounting firm of certified public accountants, at no cost or expense to Landlord, which has prior experience in the review of financial statements and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent and timely manner (“but in any event within two (2) months after Tenant initially disputes the applicable Statement) and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation to make photocopies of any of Landlord’s ledgers of Direct Expenses, invoices or other items. Tenant agrees to keep, and to cause Tenant’s Accountant”)accountant and its employees to keep, designated all information revealed by any audit of Landlord’s books and paid for records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord and Tenant’s employees and agents participating in such audit, unless compelled to do so by law or in litigation with Landlord, and Tenant and its accountant shall sign a commercially reasonable confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, Landlord and Tenant dispute the results of such audit, at Tenant’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice at Tenant’s cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, will be appropriately adjusted on the basis of such audit. In connection with If such inspectionaudit discloses an overstatement of Direct Expenses in excess of five percent (5%) for such Expense Year, Landlord shall reimburse Tenant and for all of the overcharges plus the reasonable cost of both audits within thirty (30) days after completion of such audit; otherwise the cost of such audits shall be borne by Tenant’s agents must agree in advance . Tenant agrees that this Section 4.6 shall be the sole method to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure be used by Tenant to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty Upon Tenant's written request given not more than [***] months after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in monetary default or material non-monetary default under this Lease beyond the applicable notice and cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (12060) days after Tenant's written request therefor. Within [***] months after receipt of a Statement by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s offices's corporate office (located in either San Diego County or Los Angeles County), provided that there Tenant is no existing Event of Default not then in monetary default or material non-monetary default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s records, [***] Confidential portions of this document have been redacted and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute filed separately with the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantCommission.

Landlord’s Books and Records. Within Notwithstanding anything to the contrary contained in this Lease, if, within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, and (ii) no Event of Default has occurred and is continuing, then Tenant shall have the Statement, right to cause Landlord’s books and records to be audited by a member firm of Tenant’s finance department, or an independent certified public accountant accountants reasonably approved by Landlord, at no cost or expense to Landlord (except as provided below), which accountant is a member has prior experience in the review of a nationally recognized accounting firm financial statements and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent manner and timely manner (“but in any event within two (2) months after Tenant initially disputes the applicable Statement) and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord’s ledgers, invoices or other items. Tenant agrees to keep, and to cause Tenant’s Accountant”)accountant and its employees to keep, designated all information revealed by any audit of Landlord’s books and paid for records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of law or any Applicable Law, statute, code, rule or regulation, and Tenant and its accountant and their employees shall sign a confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, Landlord disputes the results of such audit, at Landlord’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s officescost, provided that there is no existing Event conduct an audit of Default and the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Tenant has paid all amounts required or by Tenant to be paid under the applicable Estimate Statement and StatementLandlord, as the case may be, will be appropriately adjusted on the basis of such audit. In connection with If such inspectionaudit discloses an overstatement of Direct Expenses in excess of five percent (5%) -12- HCP XXXXXX XXXXX, LLC [11099 NORTH XXXXXX XXXXX ROAD] [Synthorx Inc.] for such Expense Year, Landlord shall reimburse Tenant and for the reasonable cost of the first audit; otherwise the cost of such audit shall be borne by Tenant’s agents must agree in advance . Tenant agrees that this Section 4.6 shall be the sole method to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure be used by Tenant to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest or in equity relating thereto. The provisions of this Section 4.6 shall survive the amount expiration or earlier termination of Direct Expenses payable by Tenantthe Lease Term.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth stated in the Statement, a member an Actual Statement within 90 days of Tenant’s finance departmentreceipt thereof, or Tenant may, upon at least five business days notice to Landlord, request an opportunity to inspect and audit Landlord’s records and supporting documentation regarding such Actual Statement. Such inspection and audit must be conducted by an independent certified public accountant (which accountant is a member within 180 days of a nationally recognized accounting firm and is not working on a contingency fee basis) (“the date Tenant received the Actual Statement, shall be at Tenant’s Accountant”sole cost and expense (except as provided below), designated and paid Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation available to Tenant for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement its inspection at Landlord’s offices, provided that there is no existing Event of Default and business office during normal business hours. If Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure fails to dispute the amount of Additional Rent set forth stated in any an Actual Statement within one hundred twenty (120) 90 days of Tenant’s receipt of such Statement shall be deemed to be thereof, or Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability audit fails to dispute the amounts set forth disclose a discrepancy in such Statement. If Actual Statement within 180 days after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (receipt of the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%)Actual Statement in question, then the cost Actual Statement will be deemed binding on Tenant. If it is determined as a result of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost timely audit of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books records (and records and Landlord’s certified public accountant’s concurrence therein) that Tenant was overcharged relative to contest the Direct Expenses, such overcharge shall entitle Tenant to a credit against its next payment of Direct Expenses in the amount of the overcharge plus, in the case of an overcharge exceeding three percent (3%) of the Direct Expenses payable by Tenant Expenses, the reasonable third party costs of such audit (and if such credit occurs following the expiration of the Term, Landlord shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest promptly pay the amount of such credit to Tenant). If it is determined as a result of Tenant’s timely audit of Landlord’s records (and Landlord’s certified public accountant’s concurrence therein), or otherwise, that Tenant was undercharged relative to the Direct Expenses payable by TenantExpenses, Tenant shall, within ten days of written demand, pay such undercharge to Landlord.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event not then in default under this Lease after the expiration of Default any applicable cure period and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantTenant with respect to such Statement.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt receiving any Statement (the “Review Notice Period”), Tenant may give Landlord notice (“Review Notice”) stating that Tenant elects to review Landlord’s calculation of the Direct Expenses for the Expense Year to which such Statement applies and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Within a reasonable time after receiving a timely Review Notice (and, at Landlord’s option, an executed commercially reasonable confidentiality agreement as described below), Landlord shall make available for inspection at Landlord’s office, or if Landlord’s office is no longer located in Los Angeles, California, at a location reasonably designated by Landlord, copies of such records. Within sixty (60) days after all such records are made available to Tenant of (the “Objection Period”), Tenant may deliver to Landlord a notice (an “Objection Notice”) stating with reasonable specificity any objections to the Statement, if in which event Landlord and Tenant disputes shall work together in good faith to resolve Tenant’s objections. Tenant may not deliver more than one (1) Review Notice with respect to any single Statement. If Tenant fails to give Landlord a Review Notice before the expiration of the Review Notice Period or fails to give Landlord an Objection Notice before the expiration of the Objection Period, Tenant shall be deemed to have approved the Statement. The records and any related information obtained from Landlord shall be treated as confidential, by Tenant, its employees, auditors, consultants, and any other parties reviewing the same on behalf of Tenant (collectively, “Tenant’s Auditors”). If, for any Expense Year, Landlord and Tenant determine that the Direct Expenses are less or more than the amount shown on the applicable Statement, Tenant shall receive a credit in the amount of Additional its overpayment against Rent set forth in then or next due hereunder, or pay Landlord the amount of its underpayment with the Rent next due hereunder; provided, however, that if this Lease has expired or terminated and Tenant has vacated the Premises, Landlord shall pay Tenant the amount of its overpayment (less any Rent due), or Tenant shall pay Landlord the amount of its underpayment, within thirty (30) days after such determination. If Tenant delivers an Objection Notice before the expiration of the Objection Period, but Landlord and Tenant are unable to agree on whether the Direct Expenses are less or more than the amount shown on the applicable Statement, a member of then Landlord and Tenant shall submit Tenant’s finance department, or objections to an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice reasonably acceptable to both Landlord and at reasonable times, inspect Landlord’s records with respect Tenant to the Statement at Landlord’s offices, provided that there is no existing Event of Default issue a final and conclusive resolution thereof. Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and pay the cost of such determination shall be paid for independent certification unless such Statement overstated the amount of the Direct Expenses by Landlordmore than three percent (3%), and in which case Landlord shall reimburse Tenant’s bear the cost of such independent certification and also Landlord shall bear or reimburse to Tenant (as applicable) the reasonable cost of Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantAuditors’ review.

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses allocated to the tenants of the Building pursuant to Section 4.3.1 above and set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basisor similar basis related to the result of such audit) or other authorized representative (“Tenant’s Accountant”which representative shall not be compensated on a contingency fee or similar basis related to such audit), designated and paid for by Tenant, may, within ten (10) business days after reasonable Landlord’s receipt of notice to Landlord and at reasonable timesfrom Tenant and, in any event, only during normal business hours, inspect Landlord’s records with respect to the Statement at Landlord’s offices, ; provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement Statement; and Statementfurther provided that such inspection must be completed within ten (10) business days after Landlord’s full and complete records are made available to Tenant. Tenant agrees that any records of Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, as the case may bewhich Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant’s accountant. In connection with If, within thirty (30) days after such inspection, Tenant notifies Landlord in writing that Tenant still disputes such Direct Expenses allocated to the tenants of the Building pursuant to Section 4.3.1 above and included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s agents must agree in advance expense, by an independent certified public accountant selected by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses allocated to follow Landlordthe tenants of the Building pursuant to Section 4.3.1 above and due for that Expense Year, as determined by such certification, is determined to have been overstated by more than five percent (5%), then Landlord shall pay the costs associated with such certification and the costs of Tenant’s reasonable rules and procedures regarding inspections inspection of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure (i) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of after Tenant’s receipt of such Statement or (ii) to timely complete its inspection of Landlord’s records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement, which Statement shall be considered final and binding. If after such inspectionNotwithstanding anything in this Section 4.6 to the contrary, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to may not inspect Landlord’s books and records and pursuant to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant4.6 more than once per Expense Year.

Landlord’s Books and Records. Within Notwithstanding anything to the contrary contained in this Lease, if, within one hundred twenty (1201) days year after receipt by Tenant of a StatementStatement by Tenant, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, (ii) Tenant has paid such disputed amounts to Landlord (although Tenant may pay such amounts “under protest”), and (iii) an Option Nullification Default has not occurred and be continuing, then Tenant shall have the Statement, a member right to cause Landlord’s general ledger of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of accounts with respect to such disputed Statement only to be audited by a nationally recognized firm of certified public accountants reasonably approved by Landlord, at no cost or expense to Landlord, which has prior experience in the review of financial statements and which shall not have provided primary accounting firm services to Tenant or any other tenant in the Project within the immediately preceding three (3) year period and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent manner and timely manner (“but in any event within two (2) months after Tenant initially disputes the applicable Statement) and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation to make photocopies of any of Landlord’s ledgers, invoices or other items; provided, however, Tenant may, within the Building, make copies of such ledgers, invoices or other items; provided further, however, if Landlord is unable to make a copier machine available to Tenant for such copies, then Tenant may take such ledgers, invoices or other items to the Premises in order to make such copies. Tenant agrees to keep, and to cause Tenant’s Accountant”)accountant and its employees to keep, designated all information revealed by any audit of Landlord’s books and paid for records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of law, and Tenant and its accountant and their employees shall sign a confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, Landlord and Tenant dispute the results of such audit, at Tenant’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice at Tenant’s cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, will be appropriately adjusted on the basis of such audit. In connection with If such inspectionaudit discloses an overstatement of Direct Expenses in excess of four percent (4%) for such Expense Year, Landlord shall reimburse Tenant and for all of the overcharges plus the reasonable cost of both audits within thirty (30) days after completion of such audit; otherwise the cost of such audits shall be borne by Tenant’s agents must agree in advance . Tenant agrees that this Section 4.6 shall be the sole method to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure be used by Tenant to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent reputable certified public accountant (which accountant is a member of a reputable independent nationally or regionally recognized accounting firm and has had previous experience in reviewing financial operating records of landlords of office buildings; provided that such accountant is not working retained by Tenant on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default and Tenant has paid all amounts required to be paid not then in default under this Lease beyond the applicable Estimate Statement notice and Statement, as the case may becure period. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow abide by Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such certification by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such determination certification shall be paid for by Landlord, and Landlord . In no event shall reimburse this Section 4.6 be deemed to allow any review of any Landlord’s records by any subtenant of Tenant’s the cost of the Tenant’s Accountant (provided . Tenant agrees that such cost this Section 4.6 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s Tenant for the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and (except as set forth in the next succeeding sentence) Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after Following Tenant’s receipt by Tenant of a Statement, if Tenant shall have the right by written notice to Landlord to commence and complete an audit of Landlord’s books concerning the Direct Expenses for the Expense Year which are the subject of such Statement, within the later to occur of (x) six (6) months following the delivery of such Statement and (y) the date that is sixty (60) days after Landlord makes Landlord’s books and records available for Tenant’s audit, provided that Tenant notifies Landlord of Tenant’s intent to audit Landlord’s books and records within the six (6) month period described in clause (x) above (the “Audit Period”). Following the giving of such written notice, Tenant shall have the right during Landlord’s regular business hours taking into account the workload of Landlord’s employees involved in the audit at the time of the audit request and on reasonable prior notice, to audit, at Landlord’s corporate offices, at Tenant’s sole cost, Landlord’s records, provided that Tenant is not then in Default. The audit of Landlord’s records may be conducted only by a reputable certified public accountant, subject to Landlord’s approval, which approval shall not be unreasonably withheld. Any accounting firm selected by Tenant in connection with the audit (i) shall be a reputable independent nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings; (ii) shall not already be providing accounting and/or lease administration services to Tenant and shall not have provided accounting and/or lease administration services to Tenant in the past three (3) years; (iii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), a copy of the executed audit agreement, between Tenant and auditor, shall be provided to Landlord prior to the commencement of the audit; and (iv) at Landlord’s option, both Tenant and its agent shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Audit Period. If, after such audit of Landlord’s records, Tenant disputes the amount of Additional Rent set forth Direct Expenses for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, by an independent a certified public accountant accounting firm selected by Landlord, and reasonably approved by Tenant, shall, at Tenant’s cost, conduct an audit of the relevant Direct Expenses (the “AccountantNeutral Audit”) selected by ). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that overstated Direct Expenses were overstated in the Statement for the year being audited by more than five percent (5%), then the cost ) in which case Landlord shall pay all costs and expenses of the Accountant and the cost of such determination shall be paid for by LandlordNeutral Audit, and Landlord shall reimburse as well as Tenant’s reasonable out-of-pocket costs actually incurred by Tenant in the cost audit of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records records. In any event, Landlord will reimburse or provide a credit for any overstatement of Direct Expenses and Tenant shall pay to contest Landlord any understatement of Direct Expenses. To the extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Direct Expenses, the foregoing audit and Neutral Audit procedures shall be the sole methods to be used by Tenant to dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthe Lease.

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty (120eighty ( 180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be mademade , at Tenant’s expenseexpense , by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (1201) days year after receipt by Tenant of a StatementStatement by Tenant, but not more frequently than one (1) time per year, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member either an employee of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable ten (10) days’ notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s local offices, provided that there Tenant is no existing Event of not then in Default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (1201) days year of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event that Tenant disputes the amount of Additional Rent set forth in any annual Statement delivered to Tenant, then Tenant shall have the Statement, a member of right within one hundred eighty (180) days after Tenant’s finance departmentreceipt of the Statement (the “Review Period”) to provide written notice to Landlord that it intends to inspect, or an independent certified public accountant cause any agent, consultant or employee of Tenant (which accountant is a member which, for the purpose of a nationally recognized accounting firm and is not working this provision, shall exclude any party hired by Tenant on a commission or contingency fee basis) to inspect, Master Landlord’s accounting records for the Expense Year covered by such Statement during normal business hours (“Tenant’s AccountantTenant Review”). Upon receipt of such notice, designated and paid for by Tenant, may, after reasonable Landlord shall immediately deliver such notice to Master Landlord and at reasonable times, inspect cause Master Landlord to permit Tenant to conduct the Tenant Review directly pursuant to Landlord’s records audit rights under the Master Lease. Any Tenant Review shall take place in Master Landlord’s office at the Project or at such other location in the State of California as Master Landlord may reasonably designate as permitted in the Master Lease, and Landlord shall cause Master Landlord to provide Tenant with reasonable accommodations for such Tenant Review and reasonable use of such available office equipment. Tenant shall provide Landlord with not less than two (2) weeks’ prior written notice of its desire to conduct such Tenant Review. In connection with the foregoing Tenant Review, Landlord shall cause Master Landlord to furnish Tenant with such reasonable supporting documentation relating to the subject Statement as Tenant may reasonably request. In no event shall Tenant have the right to conduct such Tenant Review if Tenant is then in Default under this Lease with respect to the Statement at Landlordany of Tenant’s officesmonetary obligations, provided that there is no existing Event of Default and Tenant has paid all including, without limitation, any amounts required to be paid under the applicable Estimate Statement and Statement, as which is the case may besubject of such Tenant Review. In connection with such inspectionaddition, (i) if Tenant does not notify Landlord in writing of any objection to an annual Statement and Tenant’s agents must agree intent to conduct such Tenant Review thereof within the applicable Review Period, or (ii) if after Tenant has timely delivered such notice, Tenant fails to complete such Tenant Review and notify Landlord in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure writing that it continues to dispute the amount amounts of Additional Rent set forth in any shown on such Statement within one hundred twenty eighty (120180) days of Tenant’s receipt of after such Statement Review Period, then Tenant shall be deemed to be Tenant’s approval of have waived such Statement objection and Tenant, thereafter, waives the right or ability to subsequently dispute the amounts set forth in such Statement. If after such inspectionIn the event that following Tenant’s Review, Tenant still disputes continues to dispute the amounts of Additional Rent shown on the Statement and Master Landlord, Tenant and Landlord are unable to resolve such Additional Rentdispute within such 180-day period set forth hereinabove, a determination then either Master Landlord (as permitted under the Master Lease) or Tenant may submit the matter to binding arbitration to the American Arbitration Association (“AAA”), which arbitration shall be conducted in Los Angeles County under the Commercial Arbitration Rules of the AAA then in effect and otherwise in accordance with California law, and the proper amount of the disputed items and/or categories of Direct Expenses to be shown on such Statement shall be madedetermined by such AAA arbitration proceeding, at which shall be conclusive and binding upon Master Landlord, Landlord and Tenant; provided, however, if such dispute is not so submitted to arbitration within thirty (30) days after the second such 180-day period, Tenant shall be deemed to have waived such dispute and the right to subsequently dispute any such amounts. If the resolution of such dispute with regard to the Additional Rent shown on the Statement, pursuant to the arbitration award or agreement of the parties, reveals an error in the calculation of Tenant’s expenseShare of Direct Expenses to be paid for such Expense Year, by an independent certified public accountant the parties’ sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any such payments shall be made within thirty (30) days following the “Accountant”) selected resolution of such dispute. At Tenant’s election, to the extent agreed upon by Landlord and subject Tenant or pursuant to any such arbitration award, Tenant may treat any overpayments resulting from the foregoing resolution of such parties’ dispute as a credit against Rent until such amounts are otherwise paid by Landlord or Master Landlord to Tenant’s . Tenant shall be responsible and shall pay for all costs and expenses associated with the Tenant Review. Tenant shall also be responsible and shall pay, as part of the Arbitration Costs (as defined below) for all reasonable approval; audit fees, attorneys’ fees and related costs of Tenant relating to an arbitration award (collectively, the “Arbitration Costs”), provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost parties’ final resolution of the Accountant and dispute involves the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount overstatement of Direct Expenses payable by Tenant shall be as set forth for such Expense Year in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount excess of Direct Expenses payable by Tenant.three percent

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event that Tenant disputes the amount of Additional Rent set forth in any annual Statement delivered by Landlord, then Tenant shall have the Statement, a member of right within one hundred eighty (180) days after Tenant’s finance departmentreceipt of the Statement (the “Review Period”) to provide written notice to Landlord that it intends to inspect, or an independent certified public accountant cause any agent, consultant or employee of Tenant (which accountant is a member which, for the purpose of a nationally recognized accounting firm and is not working this provision, shall exclude any party hired by Tenant on a commission or contingency fee basis) to inspect, Landlord’s accounting records for the Expense Year covered by such Statement during normal business hours (“Tenant’s AccountantTenant Review”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect . Any Tenant Review shall take place in Landlord’s records office at the Project or at such other location in the State of California as Landlord may reasonably designate, and Landlord will provide Tenant with reasonable accommodations for such Tenant Review and reasonable use of such available office equipment. Tenant shall provide Landlord with not less than two (2) weeks’ prior written notice of its desire to conduct such Tenant Review. In connection with the foregoing Tenant Review, Landlord shall furnish Tenant with such reasonable supporting documentation relating to the subject Statement as Tenant may reasonably request. In no event shall Tenant have the right to conduct such Tenant Review if Tenant is then in Default under this Lease with respect to the Statement at Landlordany of Tenant’s officesmonetary obligations, provided that there is no existing Event of Default and Tenant has paid all including, without limitation, any amounts required to be paid under the applicable Estimate Statement and Statement, as which is the case may besubject of such Tenant Review. In connection with such inspectionaddition, (i) if Tenant does not notify Landlord in writing of any objection to an annual Statement and Tenant’s agents must agree intent to conduct such Tenant Review thereof within the applicable Review Period, or (ii) if after Tenant has timely delivered such notice, Tenant fails to complete such Tenant Review and notify Landlord in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure writing that it continues to dispute the amount amounts of Additional Rent set forth in any shown on such Statement within one hundred twenty eighty (120180) days of Tenant’s receipt of after such Statement Review Period, then Tenant shall be deemed to be Tenant’s approval of have waived such Statement objection and Tenant, thereafter, waives the right or ability to subsequently dispute the amounts set forth in such Statement. If after such inspectionIn the event that following Tenant’s Review, Tenant still disputes continues to dispute the amounts of Additional Rent shown on the Statement and Landlord and Tenant are unable to resolve such Additional Rentdispute within such 180-day period set forth hereinabove, a determination as then either Landlord or Tenant may submit the matter to binding arbitration to the American Arbitration Association (“AAA”), which arbitration shall be conducted in Los Angeles County under the Commercial Arbitration Rules of the AAA then in effect and otherwise in accordance with California law, and the proper amount of the disputed items and/or categories of Direct Expenses to be shown on such Statement shall be madedetermined by such AAA arbitration proceeding, at which shall be conclusive and binding upon both Landlord and Tenant; provided, however, if neither party submits such dispute to arbitration within thirty (30) days after the second such 180-day period, Tenant shall be deemed to have waived such dispute and the right to subsequently dispute any such amounts. If the resolution of the parties’ dispute with regard to the Additional Rent shown on the Statement, pursuant to the arbitration award or agreement of the parties, reveals an error in the calculation of Tenant’s expenseShare of Direct Expenses to be paid for such Expense Year, by an independent certified public accountant the parties’ sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any such payments shall be made within thirty (30) days following the “Accountant”) selected resolution of such dispute. At Tenant’s election, to the extent agreed upon by Landlord and subject Tenant or pursuant to Tenant’s any such arbitration award, Tenant may treat any overpayments resulting from the foregoing resolution of such parties’ dispute as a credit against Rent until such amounts are otherwise paid to Tenant by Landlord. Tenant shall be responsible and shall pay for all costs and expenses associated with the Tenant Review, as part of the Arbitration Costs. Tenant shall also be responsible and shall pay for all reasonable approval; audit fees, attorneys’ fees and related costs of Tenant relating to an arbitration award (collectively, the “Arbitration Costs”), provided that if such Accountant determines that the parties’ final resolution of the dispute involves the overstatement by Landlord of Direct Expenses were overstated by more than five for such Expense Year in excess of three percent (53%), then the cost of the Accountant and the cost of such determination Landlord shall be paid responsible and shall pay for by Landlordall Arbitration Costs. Tenant and each agent, consultant and employee of Tenant conducting a Tenant Review pursuant to this Section 4.6 shall, and Landlord each of them shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a use their commercially reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right efforts to inspect cause their respective agents and employees to, maintain all information contained in Landlord’s books and records and to contest the amount results of Direct Expenses payable by such Tenant Review and any arbitration proceeding under this Section 4.6 in strict confidence, and in connection therewith, Tenant shall be cause each such Tenant Party to execute such commercially reasonable confidentiality agreements as set forth in Landlord may reasonably require prior to conducting any such Tenant Review. This paragraph shall survive the expiration or earlier termination of this Section 4.6, and Tenant hereby waives any and all other Lease to allow the parties to enforce their respective rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenanthereunder.

Landlord’s Books and Records. Within one hundred twenty (1201) days year after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease beyond any applicable notice and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may becure periods. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Landlord shall at all times maintain books and records in a single place located in a major city in the United States (provided that if such records are not maintained in Bellevue or Seattle, Washington, Landlord shall, at Landlord’s expense, provide copies of such records at a location in Bellevue or Seattle, Washington), and shall reasonably cooperate with Tenant or its accountant in such review. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (1201) days year of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, Landlord and Tenant shall meet in order to resolve the dispute. If Landlord and Tenant are unable to resolve the dispute, a final and binding determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) to be jointly selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines reflects that Direct Expenses were overstated by more than five two percent (52%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. If such audit or review by the Accountant reveals that Landlord has overcharged or undercharged Tenant, and then, within thirty (30) days after the results of such audit, Landlord shall reimburse Tenant’s Tenant the cost amount of the Tenant’s Accountant (provided that such cost overcharge or Tenant shall be a reasonable market cost for such services)pay the amount of the undercharge, as applicable. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantTenant with respect to such Statement.

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basis) (“Tenant’s Accountant”or similar basis related to the result of such audit), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable timestimes subject to Landlord’s reasonable scheduling requirements, inspect Landlord’s records with respect to the Statement at Landlord’s offices, ; provided that there (a) Tenant is no existing Event of Default not then in default under this Lease beyond applicable notice and cure periods, (b) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case (c) Tenant may benot copy any of Landlord’s books or records, and (d) such inspection must be completed within ten (10) business days after Landlord’s records are made available to Tenant. In connection with Tenant agrees that any records of Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, which Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant’s accountant. If, within ten (10) days after such inspection, Tenant and notifies Landlord in writing that Tenant still disputes such Direct Expenses included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s agents must agree in advance expense, by an independent certified public accountant reasonably selected by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses due for that Expense Year, as determined by such certification, is determined to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordshave been overstated by more than five percent (5%), and then Landlord shall execute a commercially reasonable confidentiality agreement regarding pay the costs associated with such inspectioncertification. Tenant’s failure (i) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of after Tenant’s receipt of such Statement or (ii) to timely complete its inspection of Landlord’s records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount which Statement shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord considered final and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantbinding.

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is subject of the dispute), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of at Tenant’s finance departmentelection, (i) an employee of Tenant who has previous experience in auditing financial operating records of landlords of office buildings, or (ii) an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, (B) shall not already be providing primary accounting and/or lease administration services to Tenant and shall not have provided primary accounting and/or lease administration services to Tenant in the past three (3) years, (C) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], and (D) (“Tenant’s Accountant”), shall not currently or in the future be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s records with respect to the Statement at Landlord’s corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, and (iii) a copy of the audit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections audits of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Review Period. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional Rent, a determination an audit as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such auditing by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination audit shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect audit Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after Following Tenant’s receipt by Tenant of a Statement, if Tenant shall have the right by written notice to Landlord to commence and complete an audit of Landlord’s books concerning the Direct Expenses for the Expense Year which are the subject to such Statement, within the later to occur of (x) six (6) months following the delivery of such Statement and (y) the date that is sixty (60) days after Landlord makes Landlord’s books and records available for Tenant’s audit, provided that Tenant notifies Landlord of Tenant’s intent to audit Landlord’s books and records within the six (6) month period described in clause (x) above (the “Audit Period”); notwithstanding the foregoing, on the first (1st) occasion within the initial three (3) years of the Lease Term on which Tenant exercises its right to audit Landlord’s books and records concerning Direct Expenses pursuant to the provisions of this Section 4.6, Tenant shall be entitled to audit Landlord’s books and records concerning Direct Expenses for the Base Year as well as the books and records for the Expense Year which is the subject of the applicable Statement. Following the giving of such written notice, Tenant shall have the right during Landlord’s regular business hours taking into account the workload of Landlord’s employees involved in the audit at the time of the audit request and on reasonable prior notice, to audit, at Landlord’s corporate offices, at Tenant’s sole cost, Landlord’s records, provided that Tenant is not then in Default. The audit of Landlord’s records may be conducted only by a reputable certified public accountant, subject to Landlord’s approval, which approval shall not be unreasonably withheld. Any accounting firm selected by Tenant in connection with the audit (i) shall be a reputable independent nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings; (ii) shall not already be providing accounting and/or lease administration services to Tenant and shall not have provided accounting and/or lease administration services to Tenant in the past three (3) years; (iii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), a copy of the executed audit agreement, between Tenant and auditor, shall be provided to Landlord prior to the commencement of the audit; and (iv) at Landlord’s option, both Tenant and its agent shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Audit Period. If, after such audit of Landlord’s records, Tenant disputes the amount of Additional Rent set forth Direct Expenses for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, by an independent a certified public accountant accounting firm selected by Landlord, and reasonably approved by Tenant, shall, at Tenant’s cost, conduct an audit of the relevant Direct Expenses (the “AccountantNeutral Audit”). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord overstated Direct Expenses in the Statement for the year being audited by more than five percent (5%) selected by in which case Landlord shall pay all costs and subject to expenses of the Neutral Audit, as well as Tenant’s reasonable approval; provided that out-of-pocket costs actually incurred by Tenant in the audit of Landlord’s books and records. In any event, Landlord will reimburse or provide a credit for any overstatement of Direct Expenses and Tenant shall pay to Landlord any understatement of Direct Expenses. If the Direct Expenses for the Base Year are adjusted as a result of such Neutral Audit, then any such change in the Direct Expenses for the Base Year shall be included in the foregoing calculation to determine if such Accountant determines that the Direct Expenses were overstated by more than five percent (5%). To the extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Direct Expenses, then the cost of the Accountant foregoing audit and the cost of such determination Neutral Audit procedures shall be paid for the sole methods to be used by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthe Lease.

Landlord’s Books and Records. Upon Tenant’s written request given not more than six (6) months after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation to Tenant within thirty (30) days after Tenant’s written request therefor. Within one hundred twenty sixty (12060) days after receipt by Tenant of a Statementsaid documentation from Landlord (the “Audit Period”), if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, and (B) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm in the performance of the audit]) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s records with respect to Direct Expenses for the Statement Expense Year in question at Landlord’s officescorporate offices in San Diego, California, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as and (iii) Tenant certifies to Landlord that such auditor is not being paid on a contingency basis prior to the case may becommencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s agents certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections an audit of Landlord’s the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant’s certified public accounting firm shall be delivered concurrently to Landlord and Tenant as soon as reasonably practicable following the completion thereof. Tenant’s failure to dispute audit the amount of Additional Rent Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional RentDirect Expenses, a determination as an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant determines proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination Tenant’s audit shall be paid for by Landlord, Landlord and such payment by Landlord shall reimburse Tenant’s not be subject to reimbursement by Tenant through Direct Expenses or otherwise. In the cost of the Tenant’s Accountant (provided event that such cost audit reveals an overstatement of any amount, Landlord shall be a reasonable market cost for promptly remit such services)amount to Tenant. Following such determination by the Accountant, Landlord or Tenant, as appropriate, shall pay to the other the amount shown owing by the Accountant. Tenant hereby acknowledges that Tenant’s sole right to inspect audit Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basis) (“Tenant’s Accountant”or similar basis related to the result of such audit), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable timestimes subject to Landlord’s reasonable scheduling requirements, inspect Landlord’s records with respect to the Statement at Landlord’s offices, ; provided that there (a) Tenant is no existing Event of Default not then in default under this Lease beyond applicable notice and cure periods, (b) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case (c) Tenant may benot copy any of Landlord’s books or records, and (d) such inspection must be completed within ten (10) business days after Xxxxxxxx’s records are made available to Tenant. In connection with Xxxxxx agrees that any records of Xxxxxxxx reviewed under this Section 4.6 shall constitute confidential information of Landlord, which Tenant shall not disclose, nor permit to be disclosed by Tenant or Xxxxxx’s accountant. If, within ten (10) days after such inspection, Tenant and notifies Landlord in writing that Tenant still disputes such Direct Expenses included in the Statement, then a certification as to the proper amount shall be made, at Tenant’s agents must agree in advance expense, by an independent certified public accountant reasonably selected by Landlord, which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses due for that Expense Year, as determined by such certification, is determined to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordshave been overstated by more than five percent (5%), and then Landlord shall execute a commercially reasonable confidentiality agreement regarding pay the costs associated with such inspectioncertification. Tenant’s failure (i) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of Tenantafter Xxxxxx’s receipt of such Statement or (ii) to timely complete its inspection of Landlord’s records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount which Statement shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord considered final and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantbinding.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by TenantXxxxxx, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. , In connection with such inspection, Tenant and TenantXxxxxx’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. , Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Following such final determination of Direct Expenses, Landlord or Tenant shall promptly make or credit the appropriate amounts to the other. Tenant hereby acknowledges that TenantXxxxxx’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Xxxxxx’s written request given not more than one hundred eighty (180) days after Xxxxxx’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Xxxxxx’s written request therefor. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Xxxxxx (the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure period set forth in this Lease) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and TenantXxxxxx’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s Tenant for the cost of the Tenant’s Accountant (provided that actual and reasonable costs and expenses incurred by Tenant in connection with such cost shall be a reasonable market cost for such services)audit. Tenant hereby acknowledges that TenantXxxxxx’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.64.7, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant's written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the "Audit Period"), if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, (B) shall not already be providing primary accounting and/or lease administration services to Tenant and shall not have provided primary accounting and/or lease administration services to Tenant in the past three (3) years, (C) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], and (D) (“Tenant’s Accountant”), shall not currently or in the future be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s 's records with respect to the Statement at Landlord’s 's corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as and (iii) a copy of the case may beaudit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections an audit of Landlord’s the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant's auditors shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to dispute and/or audit the amount of Additional Rent Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional RentDirect Expenses, a determination as an audit to determine the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such audit by the Accountant determines proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination audit shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect audit Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant's written request given not more than ninety (90) daysafter Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant's written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event that Tenant disputes the ---------------------------- amount of Additional Rent set forth in any annual Statement delivered by Landlord, then within one (1) year after receipt of such Statement by Tenant (the Statement"Review Period"), a member Tenant shall have the right to notify Landlord in writing that it intends to cause one of Tenant’s finance department, its employees or an independent certified public accountant (which accountant must be qualified and experienced and must be employed by a firm which derives its primary revenues from its accounting practice) to inspect and copy (provided Tenant signs Landlord's confidentiality agreement, in such form as is a member of a nationally recognized accounting firm commercially reasonable and such accountant or auditor is not working hired on a contingency contingent fee basis) Landlord's accounting records at Landlord's office in the Project for the Expense Year covered by such Statement during normal business hours (“"Tenant’s Accountant”'s Review"). Tenant shall provide Landlord with not less than two (2) weeks' prior written notice of its desire to conduct Tenant's Review. In connection with the foregoing review, designated Landlord shall furnish Tenant with such reasonable supporting documentation relating to the subject Statement (and paid the Statement for by Tenantthe Base Year, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect provided that such supporting documentation relating to the Statement for the Base Year shall be for informational purposes only and not for the purpose of any audit of the Base Year Statement if the time period for Tenant's audit of the Base Year Statement shall have expired) as Tenant may reasonably request. In no event shall Tenant have the right to conduct Tenant's Review if Tenant is then in default under the Lease, including, without limitation, the payment by Tenant of all Additional Rent amounts described in the Statement which is the subject of Tenant's Review, which payment, at Tenant's election, may be made under dispute. In the event that Tenant shall fail to provide Landlord with written notification within the Review Period following receipt of a particular Statement of Tenant's desire to conduct a Tenant's Review, Tenant shall have no further right to dispute the amounts of Additional Rent set forth on such Statement. In the event that following Tenant's Review, Tenant and Landlord continue to dispute the amounts of Additional Rent shown on Landlord’s offices, provided that there is no existing Event of Default 's Statement and Landlord and Tenant has paid all amounts required are unable to resolve such dispute, then either Landlord or Tenant shall cause a final and determinative audit to be made by Landlord's accountant of the proper amount of the disputed items and/or categories of Project Expenses to be shown on such Statement (the "Final Award"). The results of such Final Award shall be conclusive and binding upon both Landlord and Tenant. If the resolution of the parties' dispute with regard to the Additional Rent shown on the Statement, whether pursuant to Tenant's Review or the Final Award reveals an error in the calculation of Tenant's Share of Project Expenses to be paid under for such Expense Year, the applicable Estimate Statement and Statementparties' sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. In connection with Any such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and payments shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement be made within one hundred twenty thirty (12030) days of Tenant’s receipt following the resolution of such Statement dispute. At Landlord's election, the parties shall treat any overpayments resulting from the foregoing resolution of such parties' dispute as a credit against Rent until such amounts are otherwise paid by Landlord. Tenant shall be deemed to be responsible for all costs and expenses associated with Tenant’s approval of such Statement 's Review and Tenantany Final Award, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if the parties' final resolution of the dispute involves the overstatement by Landlord of Project Expenses for such Accountant determines that Direct Expenses were overstated by more than five Expense Year in excess of four percent (54%), then the cost of the Accountant and the cost of such determination Landlord shall be paid responsible for by Landlordall reasonable, out-of-pocket costs and Landlord expenses associated with Tenant's Review and any Final Award. This provision shall reimburse Tenant’s survive the cost termination of this Lease to allow the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right parties to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other enforce their respective rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenanthereunder.

Landlord’s Books and Records. Upon Tenant’s written request given not more than one hundred eighty (180) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s Tenant for the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event that Tenant disputes the amount of Additional Rent set forth in any annual Statement delivered by Landlord, then within two (2) years after receipt of such Statement by Tenant, Tenant shall have the Statement, a member of Tenant’s finance department, or right to notify Landlord in writing that it intends to cause an independent certified public accountant (which accountant is must be qualified and experienced, must be employed by a member of a nationally recognized firm which derives its primary revenues from its accounting firm and is not working on a contingency fee basispractice) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice the "Third Party Auditor") to Landlord and at reasonable times, inspect Landlord’s 's accounting records with respect to the Statement at Landlord’s offices's office in the Building for the Expense Year covered by such Statement during normal business hours ("Tenant's Review"), provided that there is no existing Event as a condition precedent to any such inspection, Tenant shall deliver to Landlord a copy of Default Tenant's written agreement with such Third Party Auditor, which agreement shall include a provision which states that such Third Party Auditor shall maintain in strict confidence any and all information obtained in connection with the Tenant has paid all amounts required Review and shall not disclose such information to be paid under any person or entity other than to the applicable Estimate Statement and Statement, as the case may bemanagement personnel of Tenant. Tenant shall provide Landlord with not less than two (2) weeks' prior written notice of its desire to conduct Tenant's review. In connection with the foregoing review, Landlord shall furnish Tenant with such inspectionreasonable supporting documentation relating to the subject Statement (and the Statement for the Base Year, provided that such supporting documentation relating to the Statement for the Base Year shall be for informational purposes only and not for the purpose of any audit of the Base Year Statement if the time period for Tenant's audit of the Base Year Statement shall have expired) as Tenant may reasonably request. In no event shall Tenant have the right to conduct Tenant's Review if Tenant is then in default under the Lease with respect to any of Tenant's monetary obligations (following the expiration of all notice and cure periods set forth in Article 19), including, without limitation, the payment by Tenant of all Additional Rent amounts described in the Statement which is the subject of Tenant's Review, which payment, at Tenant's election, may be made under dispute. In the event that Tenant shall fail to provide Landlord with written notification within two (2) years following receipt of a particular Statement of Tenant's desire to conduct a Tenant's Review, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure have no further right to dispute the amount amounts of Additional Rent set forth in any Statement within one hundred twenty (120) days of on such Statement. In the event that following Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability 's Review Tenant continues to dispute the amounts set forth in of Additional Rent shown on Landlord's Statement and Landlord and Tenant are unable to resolve such Statement. If after such inspectiondispute, Tenant still disputes such Additional Rentthen Landlord shall cause a final and determinative audit to be made by an independent accountant mutually and reasonably agreed upon by Landlord and Tenant, a determination as to of the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount disputed items and/or categories of Direct Expenses payable by Tenant to be shown on such Statement (the "Final Audit"). The results of such Final Audit shall be conclusive and binding upon both Landlord and Tenant unless either party objects to the results of such Final Audit by written notice delivered to the other party within ten (10) days following receipt by the parties of the result of the Final Audit, which objection must be accompanied by a request that the correctness of the Additional Rent determination for such Expense Year in question be determined pursuant to binding arbitration ("Arbitration") under J.A.M.S., as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.2.2.4.6

Landlord’s Books and Records. Within one hundred twenty forty-five (12045) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is which accountant shall not working be compensated on a contingency fee basis) (“Tenant’s Accountant”or similar basis related to the result of such audit), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable timestimes subject to Landlord's reasonable scheduling requirements, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, ; provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement Statement; and Statementfurther provided that such inspection must be completed within ten (10) business days after Landlord's records are made available to Tenant. Tenant agrees that any records of Landlord reviewed under this Section 4.6 shall constitute confidential information of Landlord, as the case may bewhich Tenant shall not disclose, nor permit to be disclosed by Tenant or Tenant's accountant. In connection with If, within ten (10) days after such inspection, Tenant notifies Landlord in writing that Tenant still disputes such Direct Expenses included in the Statement, then a certification as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant mutually and reasonably selected by Landlord and Tenant’s agents must agree in advance , which certification shall be final and conclusive; provided, however, if the actual amount of Direct Expenses due for that Expense Year, as determined by such certification, is determined to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordshave been overstated by more than five percent (5%), and then Landlord shall execute a commercially reasonable confidentiality agreement regarding pay the costs associated with such inspectioncertification. Tenant’s 's failure (i) to dispute the amount of Additional Rent set forth in take exception to any Statement within one hundred twenty forty-five (12045) days of after Tenant’s 's receipt of such Statement or (ii) to timely complete its inspection of Landlord's records or (iii) to timely notify Landlord of any remaining dispute after such inspection shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount which Statement shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord considered final and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services)binding. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth Notwithstanding anything in this Section 4.64.6 to the contrary, and Tenant hereby waives any and all other rights may not inspect Landlord's records pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantthis Section 4.6 more than once during any twelve (12) month period.

Landlord’s Books and Records. Within one hundred twenty Upon Tenant's written request given not more than ninety (12090) days after Tenant's receipt by Tenant of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall provide Tenant with an accountant's statement (the "Accountant's Statement") concerning the Direct Expenses for such Expense Year from Landlord's accountants (including, if without limitation, Landlord's in-house bookkeeper), and Landlord shall also furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information and the Accountant's Statement to Tenant within sixty (60) days after Tenant's written request therefor. The Accountant's Statement shall contain sufficient detail to enable Tenant to verify that the terms of exclusions and inclusions with respect to Direct Expenses, as set forth in this Lease, have been adhered to in computing the Excess payable by Tenant. In the event Tenant disputes the amount of Additional Rent Direct Expenses and/or the Excess set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid Statement for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement Expense Year, and StatementLandlord it is determined that an error has been made, Tenant's sole remedy shall be for the parties to make such appropriate payments or reimbursements, as the case may be. In connection with , (including interest on any such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as at an annual interest rate equal to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant Prime Rate (as stated under the “Accountant”column "Money Rates" in The Wall Street Journal) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five plus two percent (52%); provided, then however, in no event shall such annual interest rate exceed the cost of the Accountant and the cost of such determination shall be paid for highest annual interest rate permitted by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.each other as are

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth in the a Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after then upon reasonable notice to Landlord and at reasonable times, Tenant and/or its authorized representative shall have the right within one (1) year after receipt of such Statement (“Review Period”), to inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, at Landlord’s offices in Los Angeles County, provided that Tenant is not then in default following written notice and the expiration of any applicable cure periods, under Section 19 of this Lease; provided, that Tenant and its authorized representative shall, and each of them shall execute a use their commercially reasonable confidentiality agreement regarding such inspectionefforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. The inspection rights described above shall be performed only by Tenant, Tenant’s failure to dispute employees, or an authorized representative of Tenant who is an independent certified public accountant (which is not paid on a commission or contingency basis). Notwithstanding the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of foregoing, Tenant may use a commercial real estate brokerage or real estate firm whose primary business is not auditing operating expenses as its representative as long as Tenant does not engage such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right representative on a commission or ability to dispute the amounts set forth in such Statementcontingent fee basis. If after such inspection, Tenant still disputes the amount of Additional Rent set forth in the applicable Statement, Tenant shall notify Landlord in writing of such Additional Rentdispute (“Dispute Notice”) and Landlord and Tenant shall attempt in good faith to resolve such dispute. In the event that within thirty (30) days following the date of the Dispute Notice Landlord and Tenant are unable to resolve the dispute, a determination as to the proper amount such dispute shall be madesubmitted to arbitration in accordance with the provisions below: 4.7.1 Within twenty (20) days of the expiration of such thirty (30) day period, at Tenant’s expense, Landlord and Tenant shall each appoint one arbitrator who shall by profession be an independent certified public accountant who shall have been active over the five (5) year period ending an the “Accountant”date of such appointment in the determination of Direct Expenses for commercial high-rise properties in Los Angeles County. 4.7.2 The two (2) selected by arbitrators so appointed shall within ten (10) business days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria as set forth hereinabove for qualification of the initial two (2) arbitrators. 4.7.3 The three (3) arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to the actual Direct Expenses for the period set forth in the applicable Statement. 4.7.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and subject Tenant. 4.7.5 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, then the appointment of the arbitrators shall be dismissed and the matter shall be submitted to arbitration under the provisions of the American Arbitration Association. The cost of Tenant’s reasonable approvalinspection of Landlord’s records and the cost of any arbitration proceeding hereunder shall be Tenant’s responsibility; provided that if such Accountant determines in the event that Landlord and Tenant agree or the arbitrators determine that the Direct Expenses set forth in the Statement were overstated by more than five three percent (53%), then the cost of the Accountant Tenant’s inspection of Landlord’s records and the cost of such determination any resulting arbitration proceeding shall be paid for by Landlord; and provided thither, that if Landlord and Landlord shall reimburse Tenant’s Tenant agree or the arbitrators determine that the Direct Expenses set forth in the Statement were understated, then the cost of the Tenant’s Accountant (provided that such inspection of Landlord’s records and the cost of any resulting arbitration proceeding shall be a reasonable market cost paid for by Landlord to the extent Landlord is entitled to and does actually recover such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of additional Direct Expenses payable from other tenants in the Building. Landlord shall act in good faith and with reasonable diligence to attempt to recover such additional Direct Expenses from the other tenants in the Building. Promptly following any such agreement by the parties or arbitration decision, as the case may be, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such agreement or arbitration decision, as the case may be, together with interest at the rate that is the lesser of (i) the “Prime Rate” published from time to time by the Wall Street Journal (or such reasonable comparable national business publication as is selected by Landlord in the event the Wall Street Journal ceases to publish a Prime Rate), plus two percent (2.0%), or (ii) the maximum rate permitted by law (the “Interest Rate”), from the date due until paid, in the case of payments by Tenant to Landlord, or from the date paid until reimbursed, in the case of reimbursements by Landlord to Tenant, and if Landlord fails to make required reimbursements, Tenant may offset such amounts against the Rent next due hereunder. Landlord shall be as required to maintain records of all Direct Expenses set forth in each Statement delivered to Tenant for the entirety of the two (2) year period following Landlord’s delivery of the applicable Statement. The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement delivered by Landlord, provided that the failure of Tenant to object thereto prior to the expiration of the Review Period shall be conclusively deemed Tenant’s approval of the applicable Statement. The provisions of this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest 4.6 shall survive the amount expiration or earlier termination of Direct Expenses payable by Tenantthe Lease Term.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by TenantTenant and reasonably approved by Landlord, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s officesoffices in the San Francisco Bay Area, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within Landlord shall maintain, for a period of not less than three (3) years, books and records with respect to Direct Expenses in accordance with generally accepted real estate accounting and management practices, consistently applied. Notwithstanding anything to the contrary contained in this Lease, if, within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes is not then in Default, then Tenant shall have the amount of Additional Rent set forth in the Statement, a member of Tenantright to cause Landlord’s finance department, or an independent certified public accountant (which accountant is a member of books and records with respect to such Statement only to be audited by a nationally recognized accounting firm of certified public accountants reasonably approved by Landlord, at no cost or expense to Landlord, which has prior experience in the review of financial statements and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent manner and timely manner (“but in any event within two (2) months after Landlord makes Landlord’s books and records available to Tenant for review) and shall be performed during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation to make photocopies of any of Landlord’s ledgers, invoices or other items but Tenant may, at Tenant’s Accountant”cost make such copies as and to the extent Tenant in good faith believes that to do so will facilitate Tenant’s efficient review of Landlord’s books and records. Tenant agrees to keep, and to cause Tenant’s accountant and its employees to keep, all information revealed by any audit of Landlord’s books and records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Tenant’s financial and legal representatives and Landlord, unless compelled to do so by a court of law, and Tenant and its accountant and their employees shall sign a commercially reasonable confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s books and records (including reasonable supporting documentation). If after such audit, designated Landlord and paid for Tenant dispute the results of such audit, at Tenant’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice at Tenant’s cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, will be appropriately adjusted on the basis of such audit. In connection with If such inspectionaudit discloses an overstatement of Direct Expenses in excess of three percent (3%) for such Expense Year, Landlord shall rebate any such overcharge and, additionally reimburse Tenant and for the reasonable cost of both audits; otherwise the cost of such audits shall be borne by Tenant’s agents must agree in advance . Tenant agrees that this Section 4.6 shall be the sole method to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure be used by Tenant to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights at law or in equity relating thereto. Notwithstanding the foregoing, any expenses allocated to Direct Expenses pursuant to applicable law the Declaration shall be subject to inspect the audit procedure in Declaration, and Landlord shall audit such books expenses under the Declaration upon Tenant’s request. Tenant shall pay all costs of such 35654\12546889.9 06907\011\8493037.v6 foregoing audit unless and records and/or to contest the amount of Direct Expenses payable by Tenantextent Tenant is ultimately determined to be entitled to reimbursement under the Declaration.

Landlord’s Books and Records. Within Upon Tenant’s written request given not more than one hundred twenty eighty (120180) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in material economic default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within two hundred ten (210) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in material economic default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.64.7, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.Tenant unless Tenant is alleging fraud or fraudulent misrepresentation on the part of Landlord or any of the other “Landlord Parties” (as defined in Section 10.1, below). -00- XXXXXX XXXXXX XXXXXX CENTRE DEL MAR [Santarus, Inc.]

Landlord’s Books and Records. Within one hundred twenty (120) days after Following Tenant’s receipt by Tenant of a Statement, if Tenant shall have the right by written notice to Landlord to commence an audit of Landlord’s books concerning the Direct Expenses for the Expense Year which are the subject to such Statement, within one (1) year following the delivery of such Statement (the “Review Period”) and complete the same within ninety (90) days thereafter. Following the giving of such written notice, Tenant shall have the right during Landlord’s regular business hours taking into account the workload of Landlord’s employees involved in the audit at the time of the audit request and on reasonable prior notice, to audit, at Landlord’s corporate offices (or such other location as mutually agreed upon by Landlord and Tenant), at Tenant’s sole cost, Landlord’s records, provided that Tenant is not then in Default. The audit of Landlord’s records may be conducted only by a reputable certified public accountant, subject to Landlord’s approval, which approval shall not be unreasonably withheld. Any accounting firm selected by Tenant in connection with the audit (i) shall be a reputable certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings; (ii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), a copy of the executed audit agreement, between Tenant and auditor, shall be provided to Landlord prior to the commencement of the audit; and (iii) at Landlord’s option, both Tenant and its agent shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Review Period. If, after such audit of Landlord’s records, Tenant disputes the amount of Additional Rent set forth Direct Expenses for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, shall conduct an independent audit of the relevant Direct Expenses (the “Neutral Audit”), provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Direct Expenses. Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord overstated Direct Expenses in the Statement for the year being audited by more than three percent (3%) in which case Landlord shall pay all costs and expenses of the “Accountant”) selected by Landlord and subject to Neutral Audit, as well as Tenant’s reasonable approval; provided out-of-pocket costs actually incurred by Tenant in the review of Landlord’s books and records. Additionally, if the parties agree or it is determined (whether or not through arbitration) that Landlord overstated Direct Expenses by more than three percent (3%), Landlord shall pay Tenant’s reasonable out of pocket costs incurred in the audit of Landlord’s books and records. In any event, Landlord will reimburse or provide a credit for any overstatement of Direct Expenses and Tenant shall pay to Landlord any understatement of Direct Expenses. If the Direct Expenses for the Base Year are adjusted as a result of such Neutral Audit, then any such change in the Direct Expenses for the Base Year shall be included in the foregoing calculation to determine if such Accountant determines that the Direct Expenses were overstated by more than five three percent (53%). To the extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Direct Expenses, then the cost of the Accountant foregoing audit and the cost of such determination Neutral Audit procedures shall be paid for the sole methods to be used by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthe Lease.

Landlord’s Books and Records. Within one hundred twenty Following Tenant’s receipt of the Statement for any Expense Year, Tenant shall have the right, upon prior written notice to Landlord (120“Audit Notice”) within ninety (90) days after receipt following the delivery of such Statement (the “Review Period”), to commence an audit of Landlord’s books and records concerning the Building Direct Expenses for the Landlord’s fiscal year that is the subject of such statement (the “Records”). Tenant shall complete any audit within ninety (90) days following the commencement thereof. Following delivery of an Audit Notice, and provided Tenant is not then in monetary or material non-monetary default under this Lease beyond any applicable notice and cure periods expressly set forth in this Lease, Tenant shall have the right, at Tenant’s sole cost, during Landlord’s regular business hours and on reasonable prior notice to Landlord, to audit the Records at Landlord’s principal business office in San Francisco, California (or at any other location in northern California designated by Landlord). Such audit shall occur within thirty (30) days following the delivery of the Audit Notice. Tenant’s audit of the Records pursuant to this Section 4.7 shall be conducted only by a reputable independent nationally or regionally recognized certified public accounting firm, subject to Landlord’s reasonable approval, which accounting firm: (i) shall have previous experience in auditing financial operating records of landlords of office buildings; (ii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), and a Statementcopy of the executed audit agreement between Tenant and auditor shall be provided to Landlord prior to the commencement of the audit; and (iii) at Landlord’s option, if both Tenant and auditor shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant promptly upon completion thereof. If, after such audit of the Records, Tenant disputes the amount of Additional Rent set forth Building Direct Expenses for the Expense Year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, by an independent a certified public accountant accounting firm selected by Landlord, and reasonably approved by Tenant, shall, at Tenant’s cost, conduct an audit of the relevant Building Direct Expenses (the “AccountantNeutral Audit”) selected by ). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that overstated Building Direct Expenses were overstated in the Statement for the Expense Year being audited by more than five percent (5%), then in which case Landlord shall pay the cost actual and reasonable costs and expenses of the Accountant Neutral Audit, in an amount not to exceed Ten Thousand and 00/100 Dollars ($10,000.00). In any event, Landlord will promptly reimburse Tenant or provide a credit for any overstatement of Building Direct Expenses, and Tenant shall promptly pay to Landlord any understatement of Building Direct Expenses. To the cost of such determination extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Building Direct Expenses, the foregoing audit and Neutral Audit procedures shall be paid for the sole methods to be used by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Building Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthis Lease.

Landlord’s Books and Records. Upon Tenant’s written request given not more than fifteen (15) months after Tenant’s receipt of a Statement for a particular Expense Year or a Supplemental Statement, as the case may be, and provided that Tenant is not then in Economic Default or Material Non-Economic Default under this Lease beyond the expiration of all applicable notice and cure periods provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within thirty (30) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or then an independent certified public accountant (which accountant (i) is a member of a nationally or regionally recognized accounting firm firm, and (ii) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of not then in Economic Default or Material Non-Economic Default under this Lease (beyond the applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement; provided, however, to the extent Landlord delivers to Tenant a Supplemental Statement, then the Review Period with respect to the corrected items set forth in such Supplemental Statement shall be deemed to be fifteen (15) months following the date Landlord delivered such Supplemental Statement to Tenant. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) mutually and reasonably selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth stated in the Statement, a member an Actual Statement within 90 days of Tenant’s finance departmentreceipt thereof, or Tenant may, upon at least five business days’ notice to Landlord, request an opportunity to inspect and audit Landlord’s records and supporting documentation regarding such Actual Statement. Such inspection and audit must be conducted by an independent certified public accountant (which accountant is a member within 180 days of a nationally recognized accounting firm and is not working on a contingency fee basis) (“the date Tenant received the Actual Statement, shall be at Tenant’s Accountant”sole cost and expense (except as provided below), designated and paid Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation available to Tenant for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement its inspection at Landlord’s officesbusiness office in San Diego, provided that there is no existing Event of Default and California during normal business hours. If Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure fails to dispute the amount of Additional Rent set forth stated in any an Actual Statement within one hundred twenty (120) 90 days of Tenant’s receipt of such Statement shall be deemed thereof, or Tenant's audit fails to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth disclose a discrepancy in such Statement. If Actual Statement within 180 days after such inspection, Tenant still disputes such Additional Rent, a determination as to Tenant's receipt of the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%)Actual Statement in question, then the cost Actual Statement will be deemed binding on Tenant. If it is determined as a result of Tenant's timely audit of Landlord's records (and Landlord's certified public accountant's concurrence therein) that Tenant was overcharged relative to the Accountant and the cost Operating Expenses, such overcharge shall entitle Tenant to a credit against its next payment of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest Operating Expenses in the amount of Direct Expenses payable by Tenant the overcharge plus, in the case of an overcharge exceeding three percent of the Operating Expenses, the reasonable third party costs of such audit (and if such credit occurs following the expiration of the Term, Landlord shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest promptly pay the amount of Direct Expenses payable by such credit to Tenant). If it is determined as a result of Tenant's timely audit of Landlord's records (and Landlord's certified public accountant's concurrence therein), or otherwise, that Tenant was undercharged relative to the Operating Expenses, Tenant shall, within ten days of written demand, pay such undercharge to Landlord.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Tenant’s Share of Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or Tenant may hire an independent certified public accountant (the “Accountant”), which accountant (i) is a member of a nationally recognized accounting firm and firm, (ii) is not working on a contingency fee basisbasis and which fee agreement or other similar evidence of such fee arrangement shall be delivered by Tenant to Landlord upon request, (iii) (“Tenant’s Accountant”), is mutually and reasonably designated by Landlord and paid for by Tenant, and (iv) agrees with Landlord in writing to maintain the results of such audit or inspection confidential. The Accountant may, after reasonable notice to Landlord and at reasonable timestimes during such one hundred twenty (120) day period, inspect Landlord’s records with respect to the Statement at Landlord’s officesoffices in the San Francisco Bay Area, provided that there Tenant is no existing Event of Default not then in default under this Lease beyond any applicable notice and cure periods and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent Tenant’s Share of Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspectionTenant shall pay the costs of the Accountant; provided, Tenant still disputes such Additional Renthowever, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty Tenant's Audit Rights. Tenant or --------------------------------------------------- Tenant's authorized representatives (120the "Outside Agent") days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s examine, inspect, audit, and copy the records with respect to the of Landlord regarding each Statement at Landlord’s offices, provided that there is no existing Event 's office in the continental United States during normal business hours within one (1) year after the furnishing of Default and Tenant has paid all amounts required to the Statement. The Outside Agent shall be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections a nationally or regionally recognized firm of Landlord’s records, certified public accountants ("CPA") and shall execute be engaged on a commercially reasonable confidentiality agreement regarding such inspectionnon-contingency fee basis. Tenant’s failure Unless Tenant takes written exception to dispute any item within two (2) years after the amount furnishing of Additional Rent set forth in that Statement (or any Statement within one hundred twenty (120) days of Tenant’s receipt of such corrected Statement), the Statement shall be deemed considered as final and accepted by Tenant except that Landlord may, at any time during that two-year period, submit a corrected Statement to be Tenant’s approval Tenant if Operating Expenses and Tax Expenses on the original Statement were overstated or understated. The payment of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, shown on the Statement by Tenant still disputes such Additional Rent, a determination as shall not preclude Tenant from questioning the correctness of any item of the Statement subject to the proper amount rights in this Section 4.5, and Tenant shall be madecontinue to pay the amounts reflected on the Statement pending a final determination of the correctness of the items shown thereon. Tenant and/or its Outside Agent shall have the right, at Tenant’s expense, by an independent certified public accountant 's cost and on no less than ten (the “Accountant”10) selected by days' prior written notice to Landlord and subject during Landlord's normal business hours, to audit Landlord's records regarding Operating Expenses and Tax Expenses. Such an Audit shall be performed in Landlord's office in the continental United States. To facilitate an audit by Tenant’s , Landlord shall keep its books and records applicable to Operating Expenses and Tax Expenses available to Tenant on a reasonable approval; provided basis for the longer of (a) two (2) years after the Lease Expiration Date or (b) one (1) year after the resolution of any dispute concerning Operating Expenses and Tax Expenses. Any audit of Operating Expenses and Tax Expenses for any calendar year must be begun within two (2) years after Landlord's delivery of the Statement for that if year, or the right to audit Operating Expenses and Tax Expenses for that year shall be deemed waived. Tenant agrees diligently to pursue and complete (or to drop) any audit begun by Tenant, and Landlord agrees it shall not unreasonably interfere with the execution of Tenant's audit rights. Landlord shall either accept or reject any such Accountant determines audit within 30 days of the receipt of same. If Landlord shall reject such audit and the parties cannot otherwise agree on any adjustments, then Landlord and Tenant shall select a mutually acceptable accounting firm to conduct such audit, the results of which shall be binding upon the parties. The cost of such audit shall be borne equally by the parties, and Tenant shall bear all fees and costs of its audit, unless it is ultimately determined that Direct Operating Expenses and Tax Expenses taken as a whole for any calendar year were overstated by more than five four percent (54%)) or more. In that event, then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s pay for the cost reasonable costs of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services)both audits. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books Pending resolution of any disputes over Operating Expenses and records and to contest the amount of Direct Expenses payable by Tax Expenses, Tenant shall pay to Landlord any Additional Rent alleged to be due from Tenant as set forth in this Section 4.6, and Tenant hereby waives reflected on Landlord's Statement or any and all other rights pursuant to applicable law to inspect such books and records and/or to contest invoice issued on the amount basis of Direct Expenses payable by TenantLandlord's Statement.

Landlord’s Books and Records. Within one hundred twenty six (1206) days months after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and has had previous experience in reviewing financial operating records of landlords of office buildings and is not working on employed by a contingency fee basis) (“Tenant’s Accountant”firm which derives its primary revenues from its accounting practice), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s Landlords records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event not then in monetary default under this Lease beyond the applicable cure period provided in this Lease, including, without limitation, the payment by Tenant of Default all Additional Rent amounts described in the Statement which is the subject of Tenant’s review, and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty six (1206) days months of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspectionIn the event that following Tenant’s review, Tenant still disputes and Landlord continue to dispute the amounts of Additional Rent shown on Landlord’s Statement and Landlord and Tenant are unable to resolve such Additional Rentdispute, then either Landlord or Tenant shall cause a determination as final and determinative audit to be made by Landlord’s accountant of the proper amount shall of the disputed items and/or categories of Common Area Expenses to be made, at Tenant’s expense, by an independent certified public accountant shown on such Statement (the “AccountantFinal Audit”) selected by ). The results of such Final Audit shall be conclusive and binding upon both Landlord and subject Tenant. If the resolution of the parties’ dispute with regard to the Additional Rent shown on the Statement, whether pursuant to Tenant’s reasonable approval; review or the Final Audit reveals an error in the calculation of Tenant’s Share of Common Area Expenses to be paid for such Expense Year, the parties’ sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any such payments shall be made within thirty (30) days following the resolution of such dispute, along with interest at the “Interest Rate” (defined in Section 25) from the date such amounts were originally due, until the date of such payment. At Tenant’s election, the parties shall treat any overpayments (plus the interest described above) resulting from the foregoing resolution of such parties’ dispute as a credit against Rent until such amounts are otherwise paid by Landlord. Tenant shall be responsible for all costs and expenses associated with Tenant’s review and any Final Audit, provided that if the parties’ final resolution of the dispute involves the overstatement by Landlord of Common Area Expenses for such Accountant determines that Direct Expenses were overstated by more than Expense Year in excess of five percent (5%), then the cost of the Accountant and the cost of such determination Landlord shall be paid responsible for by Landlordall reasonable, out-of-pocket costs and expenses associated with Tenant’s Review and any Final Audit. Landlord shall reimburse Tenant’s the cost be required to maintain records of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct all Common Area Expenses payable by Tenant shall be as set forth in each Statement delivered to Tenant for two (2) years following Landlord’s delivery of the applicable Statement. In no event shall this Section 4.6, and Tenant hereby waives 4.6 be deemed to allow any and all other rights pursuant to applicable law to inspect such books and review of any of Landlord’s records and/or to contest the amount by any subtenant of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty nine (1209) days months after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s 's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event event of Default default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty nine (1209) days months of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") reasonably and mutually selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s Tenant for the cost of the Tenant’s 's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty two (1202) days years after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Expenses and Taxes set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not working on a contingency fee basis) or another auditor selected by Tenant or any employee of Tenant (“Tenant’s Accountant”not working on a contingency fee basis and experienced in auditing operating expenses at comparable buildings), designated and paid for by Tenant, or a qualified employee of Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect and photocopy (and retain) Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event not then in material monetary default under this Lease after expiration of Default any applicable notice and cure periods, and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may bebe (but Tenant may pay the same “under protest”). In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent Expenses and Taxes set forth in any Statement within one hundred twenty two (1202) days years of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional RentExpenses and Taxes, Landlord and Tenant shall meet in order to resolve the dispute. If Landlord and Tenant are unable to resolve the dispute, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant experienced in lease audits who has not represented Landlord or Tenant in the past five (the 5) years (a “Qualified Accountant”) selected by mutual agreement of Landlord and subject Tenant and if the parties are unable to Tenant’s reasonable approval; provided agree upon a Qualified Accountant, then such Qualified Accountant shall be selected by application to the presiding judge of the Santa Xxxxx County Superior Court. Notwithstanding anything contained herein to the contrary, if the determination by the Qualified Accountant reveals that if such Accountant determines that Direct Expenses and Taxes were overstated by more than five percent (5%), then the cost of the Qualified Accountant and the cost of such determination shall be paid for by Landlord. If such audit or review by the Qualified Accountant reveals that Landlord has overcharged or undercharged Tenant, and then within thirty (30) days after the results of such audit, Landlord shall reimburse Tenant’s Tenant the cost amount of the Tenant’s Accountant (provided that such cost overcharge or Tenant shall be a reasonable market cost for such services)pay the amount of the undercharge, as applicable. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses and Taxes payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses and Taxes payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (1201) days year after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is must be qualified and experienced in reviewing financial operating records of landlords of office buildings and employed by a member of a nationally recognized firm which derives its primary revenues from its accounting firm practice and is must not working be paid on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease beyond the applicable cure period provided in this Lease, and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (1201) days year of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, IRVINE OAKS EXECUTIVE PARK [Kofax Image Products, Inc.] 27 thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, made by an independent certified public accountant (the “Accountant”"ACCOUNTANT") selected by Landlord and subject to Tenant’s 's reasonable approval; . If the Accountant's decision reveals an error in the calculation of Tenant's Share of Direct Expenses to be paid for such Expense Year, the parties' sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any such payments shall be made within thirty (30) days following the resolution of such dispute, along with interest at the interest rate set forth in Section 25, below from the date such amounts were originally due, until the date of such payment. At Tenant's election, the parties shall treat any overpayments (plus the interest described above) resulting from the foregoing resolution of such parties' dispute as a credit against Rent next due and owing. Tenant shall be responsible for all costs and expenses associated with any audit, provided that if such Accountant determines that the final resolution of the dispute establishes an overstatement by Landlord of Direct Expenses were overstated by more than for such Expense Year in excess of five percent (5%)) or more, then the cost of the Accountant and the cost of such determination Landlord shall be paid responsible for by Landlord, all reasonable costs and Landlord shall reimburse expenses associated with Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant's audit.

Landlord’s Books and Records. Within one hundred twenty Landlord shall keep complete and accurate books and records, showing all Operating Expenses in accordance with generally accepted accounting practices consistently applied, which books and records shall be maintained on a year-to-year basis and shall be kept for a period of not less than three (1203) years after the expiration of the calendar year in question. Tenant shall have the right to dispute in writing any specific item or items on any Operating Expense Statement(s) submitted by Landlord to Tenant pursuant to Section 4.5(b) above. If Tenant shall dispute in writing any such item or items, the parties shall exercise their reasonable good faith efforts to settle such dispute within ninety (90) days after receipt by following Tenant's notice. Landlord shall reimburse to Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, all or an independent certified public accountant any part (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be) of such disputed amount determined to be due and owing to Tenant, together with interest thereon at the Default Interest Rate. In connection with such inspectionUpon Tenant's written request, Landlord shall forward to Tenant photocopies of any requested receipts or other back-up items relating to any specific item or items of Operating Expenses disputed by Tenant. Tenant shall have the further right to audit, or to have audited, the bookkeeping and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections calculation of Landlord’s records's charges to Tenant on account of Operating Expenses (at Tenant's election, either with respect to specific item(s) or generally). Landlord shall cooperate, and shall execute a commercially cause its agents, employees and contractors (including, without limitation, any managing agent of the Shopping Center) to cooperate, in good faith and in all reasonable confidentiality agreement regarding respects with Tenant and (if applicable) Tenant's designated representative(s) in connection with any such inspectionaudit. In the event that Tenant’s failure to dispute 's audit discloses discrepancies, the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount appropriate adjustments shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if . If such Accountant determines that Direct Expenses were overstated by more than five discrepancies are in excess of three percent (53%), then the cost ) of the Accountant and the cost annual billing to Tenant for such charges, Landlord shall also reimburse Tenant for its actual out-of-pocket costs of such determination audit. Landlord's and Tenant's rights and obligations under this Section 4.6 shall be paid for by Landlord, and Landlord shall reimburse Tenant’s survive the cost expiration of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantTerm.

Landlord’s Books and Records. Within one hundred twenty two (1202) days years after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; , by inspecting Landlord’s records with respect to the Statement at Landlord’s offices, provided that if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, the Accountant determines must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. If such determination by the Accountant proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse . Tenant’s failure to dispute the cost amount of the Additional Rent set forth in any Statement within two (2) years of Tenant’s Accountant (provided that receipt of such cost Statement shall be a reasonable market cost for deemed to be Tenant’s approval of such services)Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty three (1203) days months after receipt of a Statement by Tenant of a Statement(“Review Period”), if Tenant (in good faith) questions or disputes the amount of Additional Rent set forth in the StatementStatement (or any of the line-item amounts therein), a member of Tenant’s finance department, employees or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm (i) shall have been in business for at least five (5) years; (ii) shall be reputable; and is not working (iii) shall be hired by Tenant on a non-contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable not less than ten (10) days prior written notice to Landlord and at reasonable timesduring Landlord’s normal business hours only, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event not then in default after expiration of Default all applicable cure periods of any obligation under this Lease (including, but not limited to, the payment of the amount in dispute) and provided further that Tenant has paid and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all amounts information contained in Landlord’s records in strict confidence, except as required to be paid enforce Xxxxxx’s rights under this Lease. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period; provided that such 12-month period shall not limit Tenant’s right to review all records relating to the Expense Year covered by the applicable Estimate Statement and Statement, as plus the case may be. In connection with such inspection, Tenant preceding Expense Year for purposes of comparison and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections analysis of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionthe Statement amounts. Tenant’s failure to dispute the amount of Additional Rent amounts set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such Additional Rent, a determination certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject who (a) is a member of a nationally or regionally recognized accounting firm and (b) shall not be providing accounting services to Landlord and shall not have provided accounting services to Landlord in the past five (5) years, which certification shall be binding upon Landlord and Tenant’s reasonable approval; provided that . Landlord shall cooperate in good faith with Xxxxxx and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such Accountant determines certification by the accountant proves that the Direct Expenses set forth in the Statement were overstated by more than five percent (5%), then the cost of the Accountant accountant and the cost of such determination certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, and Landlord the parties shall reimburse Tenant’s make such appropriate payments or reimbursements, as the cost of the Tenant’s Accountant (provided case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that such cost this section shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event that Tenant disputes the amount of Additional Rent set forth in any annual Statement delivered by Landlord, then within one (1) year after receipt of such Statement by Tenant, Tenant shall have the Statement, a member of Tenant’s finance department, or right to notify Landlord in writing that it intends to cause an independent certified public accountant (which accountant is must be qualified and experienced, must be employed by a member of a nationally recognized firm which derives Its primary revenues from its accounting firm practice, and is may not working be retained by Tenant on a contingency fee basis) (the “Third Party Auditor”) to inspect Landlord’s accounting records at Xxxxxxxx’s office in the Building for the Expense Year covered by such EXHIBIT G 000 XXXXX XXXXX XXXXXXXXX -8- [Service Titan, Inc.] Statement during normal business hours (“Tenant’s AccountantReview”), designated provided that as a condition precedent to any such inspection, (i) Tenant shall enter into a commercially reasonable confidentiality agreement, and paid for by Tenant, may, after reasonable notice (ii) Tenant shall deliver to Landlord a copy of Tenant’s written agreement with such Third Party Auditor, which agreement shall include a provision which states that such Third Party Auditor shall maintain in strict confidence any and at all information obtained in connection with the Tenant Review and shall not disclose such information to any person or entity other than to the management personnel of Tenant. Tenant shall provide Landlord with not less than two (2) weeks’ prior written notice of its desire to conduct Tenant’s review, In connection with the foregoing review, Landlord shall furnish Tenant with such reasonable timessupporting documentation relating to the subject Statement (and the Statement for the Base Year, inspect Landlordprovided that such supporting documentation relating to the Statement for the Base Year shall be for informational purposes only and not for the purpose of any audit of the Base Year Statement if the time period for Tenant’s records audit of the Base Year Statement shall have expired) as Tenant may reasonably request. In no event shall Tenant have the right to conduct Tenant’s Review if Tenant is then in default under the Lease with respect to any of Tenant’s monetary obligations (following the expiration of all notice and cure periods set forth in Article 19). including, without limitation, the payment by Tenant of all Additional Rent amounts described in the Statement which is the subject of Tenant’s Review, which payment, at Tenant’s election, may be made under dispute. In the event that Tenant shall fail to provide Landlord with written notification within one (1) year following receipt of a particular Statement of Tenant’s desire to conduct a Tenant’s Review, Tenant shall have no further right to dispute the amounts of Additional Rent set forth on such Statement. In the event that following Xxxxxx’s Review Tenant continues to dispute the amounts of Additional Rent shown on Landlord’s offices, provided that there is no existing Event of Default Statement and Landlord and Tenant has paid all amounts required are unable to resolve such dispute, then Landlord shall cause a final and determinative audit to be made by an independent accountant mutually and reasonably agreed upon by Landlord and Tenant, of the proper amount of the disputed items and/or categories of Direct Expenses to be shown on such Statement (the “Final Audit”). The results of such Final Audit shall be conclusive and binding upon both Landlord and Tenant. If the resolution of the parties’ dispute with regard to the Additional Rent shown on the Statement, whether pursuant to Tenant’s Review or the Final Audit reveals an error in the calculation of Xxxxxx’s Share of Direct Expenses to be paid under for such Expense Year, the applicable Estimate Statement and Statementparties’ sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. In connection with Any such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and payments shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement be made within one hundred twenty thirty (12030) days of Tenant’s receipt following the resolution of such Statement shall be deemed to be Tenant’s approval dispute, along with interest at the “Interest Rate,” as that term is defined in Article 25. below, from the date such amounts were originally due, until the date of such Statement and Tenantpayment, thereafter, waives provided that if Landlord fails to pay such amounts following an additional five (5) business days’ notice from Tenant (delivered following the right or ability to dispute the amounts set forth in expiration of such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made30-day period), at Tenant’s expenseelection, by an independent certified public accountant Tenant may treat any overpayments (plus the “Accountant”interest described above) selected by Landlord resulting from the foregoing resolution of such parties’ dispute as a credit against Rent. Tenant shall be responsible for all costs and subject to expenses associated with Tenant’s reasonable approval; Review and any Final Audit, provided that if such Accountant determines that the parties’ final resolution of the dispute involves the overstatement by Landlord of Direct Expenses were overstated by more than for such Expense Year in excess of five percent (5%), then the cost Landlord shall be responsible for all reasonable, out-of-pocket costs and expenses associated with Tenant’s Review and any Final Audit. If another tenant of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Building audits Direct Expenses payable by Tenant shall be for the Building and, as set forth a result of that audit, Landlord discovers a material error in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses previously paid or to be payable by Tenant, Landlord shall make an appropriate adjustment to Direct Expenses to correct such error and shall provide Tenant with supporting documentation of such error at the time of such correction. EXHIBIT G 000 XXXXX XXXXX XXXXXXXXX -9- [Service Titan, Inc.] When determining Market Rent, the following rules and instructions shall be followed.

Landlord’s Books and Records. Within Upon Tenant's written request given not more than one hundred twenty eighty (120180) days after Tenant's receipt by Tenant of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall provide Tenant with an audited statement (the "Accountant's Statement") concerning the Direct Expenses for such Expense Year from Landlord's independent certified public accountants, if and Landlord shall also furnish Tenant disputes with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information and the amount Accountant's Statement to Tenant within sixty (60) days after Tenant's written request therefor. The Accountant's Statement shall contain sufficient detail to enable Tenant to verify that the terms of Additional Rent exclusions and inclusions with respect to Direct Expenses, as set forth in this Lease, have been adhered to in computing the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for Excess payable by Tenant. If, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty thirty (12030) days of following Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspectionsupporting documentation, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an a nationally recognized independent certified public accountant (the “"Accountant”") selected mutually and reasonably agreed to by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines confirms that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant. Tenant's sole remedy shall be for the parties to make such appropriate payments or reimbursements, as the case may be, (including interest on any such amount at an annual interest rate equal to the Prime Rate (as stated under the column "Money Rates" in The Wall Street Journal) plus two percent (2%) (the "Interest Rate"; provided, however, in no event shall such Interest Rate exceed the highest annual interest rate permitted by applicable law) to each other as are determined to be owing, provided that any reimbursements payable by Landlord to Tenant may, at Landlord's option, instead be credited against the Base Rent next coming due under this Lease unless the Lease Term has expired, in which event Landlord shall refund the appropriate amount to Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five [ • ] percent (5[ • ]%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth stated in the Statement, a member an Actual Statement within 90 days of Tenant’s finance departmentreceipt thereof, or Tenant may, upon at least five business days notice to Landlord, request an opportunity to inspect and audit Landlord’s records and supporting documentation regarding such Actual Statement. Such inspection and audit must be conducted by an independent certified public accountant (which accountant is a member within 180 days of a nationally recognized accounting firm and is not working on a contingency fee basis) (“the date Tenant received the Actual Statement, shall be at Tenant’s Accountant”sole cost and expense (except as provided below), designated and paid Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation available to Tenant for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement its inspection at Landlord’s offices, provided that there is no existing Event of Default and business office during normal business hours. If Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure fails to dispute the amount of Additional Rent set forth stated in any an Actual Statement within one hundred twenty (120) 90 days of Tenant’s receipt of such Statement shall be deemed to be thereof, or Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability audit fails to dispute the amounts set forth disclose a discrepancy in such Statement. If Actual Statement within 180 days after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (receipt of the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%)Actual Statement in question, then the cost Actual Statement will be deemed binding on Tenant. If it is determined as a result of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost timely audit of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books records (and records and Landlord’s certified public accountant’s concurrence therein) that Tenant was overcharged relative to contest the Operating Expenses, such overcharge shall entitle Tenant to a credit against its next payment of Operating Expenses in the amount of Direct Expenses payable by Tenant the overcharge plus, in the case of an overcharge exceeding three percent of the Operating Expenses, the reasonable third party costs of such audit (and if such credit occurs following the expiration of the Lease Term, Landlord shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest promptly pay the amount of Direct Expenses payable by such credit to Tenant). If it is determined as a result of Tenant’s timely audit of Landlord’s records (and Landlord’s certified public accountant’s concurrence therein), or otherwise, that Tenant was undercharged relative to the Operating Expenses, Tenant shall, within ten days of written demand, pay such undercharge to Landlord.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant Landlord shall maintain complete and accurate records of a Statement, if Tenant disputes the amount of Additional Rent set forth all costs incurred in the Statementoperation and maintenance of the Project and the furnishing of services to its tenants, a member of Tenant’s finance department, or an independent certified public accountant including those which Landlord intends to include in Common Areas costs. During regular business hours and after giving at least fifteen (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis15) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable days’ advance written notice to Landlord and at reasonable timesLandlord, Tenant shall be entitled to inspect all of Landlord’s records with respect necessary to reasonably satisfy itself that all charges have been correctly allocated to Tenant. The inspection shall be conducted at the metropolitan Washington, D.C. area management office for the Project and shall be limited to the Statement at Landlord’s offices, provided that there is no existing Event of Default and two (2) immediately preceding calendar years. Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed entitled to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, obtain an audit by an independent certified public accountant or such representative of Tenant as Tenant shall otherwise select (the “Accountant”) such representative to be selected by Landlord and subject Tenant with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayed) to determine the accuracy of Landlord’s certification of the amount of Additional Rent charged to Tenant. Tenant shall bear the total cost of any such audit, including, but not limited to, reimbursing Landlord for any out-of-pocket expenses (e.g., photocopying charges, accountant’s reasonable approval; provided fees, etc.) reasonably incurred by Landlord in connection with Tenant’s audit. As an express condition of Tenant’s rights under this Section, Tenant and its auditors shall not disclose the existence of the audit, any and all financial information obtained from the audit, and the results of its audit to any person or entity other than a Permitted Recipient on a need-to-know basis. A “Permitted Recipient” shall be the officers, partners and senior level employees of Tenant who are involved in lease administration, Tenant’s certified public accountants who have responsibilities related to Common Areas costs, Tenant’s attorney if involved in the dispute, any employees of Tenant’s auditor involved with the review, or any person or entity to whom disclosure is required by applicable judicial or governmental authority. Prior to disclosing any such information to any Permitted Recipient (including its auditor), Tenant shall instruct such Permitted Recipient to abide by this confidentiality provision. Notwithstanding the preceding to the contrary, if the audit reveals that if such Accountant determines that Direct Expenses were the Additional Rent for the Project for a particular calendar year was overstated by more than five fifteen percent (515 %), then the cost reasonable costs of the Accountant and audit shall be borne by Landlord. Any deficiency/overpayment determined by the cost of such determination audit shall be paid for by/refunded to Tenant within thirty (30) days after acceptance of the results of the audit by Landlord, and which shall not be unreasonably withheld, conditioned or delayed. If Landlord shall reimburse disagrees with the results of Tenant’s the cost of the review and cannot otherwise agree, then Landlord and Tenant’s Accountant (provided that such cost auditor shall be together select a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right neutral auditor of similar qualifications to inspect Landlord’s books and records and to contest the amount conduct a review of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or (the fees of such neutral auditor to contest be shared equally by Landlord and Tenant), and the amount determination of Direct Expenses payable the Additional Rent reached by Tenantsuch neutral auditor shall be final and conclusive.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event that Tenant disputes the amount of Additional Rent set forth in any annual statement ("STATEMENT") delivered by Landlord, then within one (1) year after receipt of SUCH Statement by Tenant (the Statement"REVIEW PERIOD"), a member of Tenant’s finance department, or Tenant shall have the right to notify Landlord in writing that it intends to cause an independent certified public accountant (which accountant must be qualified and experienced and must be employed by a firm which derives its primary revenues from its accounting practice) to inspect and copy (provided Tenant signs Landlord's confidentiality agreement, in such form as is a member commercially reasonable) Landlord's accounting records relating to the Additional Rent owed by Tenant for the calendar year covered by such Statement, at Xxxxxxxx's office during normal business hours ("TENANT'S REVIEW"). Landlord shall have the right to reasonably approve the identity of a nationally recognized accounting firm and is the accountant used by Tenant for Xxxxxx's Review, which accountant must not working be paid on a contingency fee basis. Tenant shall provide Landlord with not less than two (2) (“weeks' prior written notice of its desire to conduct Tenant’s Accountant”)'s Review. In connection with the foregoing review, designated and paid for Landlord shall furnish Tenant with such reasonable supporting documentation relating to the subject Statement as Tenant may reasonably request, including any previous audit conducted by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may becalendar year in question. In connection no event shall Tenant have the right to conduct Tenant's Review if Tenant is then in default under this Lease with such inspectionrespect to any of Tenant's monetary obligations, including, without limitation, the payment by Tenant of all Additional Rent described in the Statement which is the subject of Tenant's Review, which payment, at Tenant's election, may be made under dispute. In the event that Tenant shall fail to provide Landlord with written notification within the Review Period following receipt of a particular Statement of Tenant's desire to conduct a Tenant's Review, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure have no further right to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of on such Statement. In the event that following Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement 's Review, Tenant and Tenant, thereafter, waives the right or ability Landlord continue to dispute the amounts set forth in amount of Additional Rent shown on Landlord's Statement and Landlord and Tenant are unable to resolve such Statement. If after such inspectiondispute, then either Landlord or Tenant still disputes such Additional Rent, shall cause a determination as final and determinative audit to be made by Xxxxxxxx's accountant of the proper amount of the disputed items and/or categories of Additional Rent to be shown on such Statement (the "FINAL AWARD"). The results of such Final Award shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by conclusive and binding upon both Landlord and subject Tenant. If the resolution of the parties' dispute with regard to the Additional Rent shown on the Statement, whether pursuant to Tenant’s reasonable approval; 's Review or the Final Award reveals an error in the calculation of Tenant's Additional Rent to be paid for such calendar year, the parties' sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any such payments shall be made within thirty (30) days following the resolution of such dispute. At Landlord's election, the parties shall treat any overpayments resulting from the foregoing resolution of such parties' dispute as a credit against rent until such amounts are otherwise paid by Landlord. Tenant shall be responsible for all costs and expenses associated with Xxxxxx's Review and any Final Award, provided that if the parties' final Initials: _____________ _____________ resolution of the dispute involves the overstatement by Landlord of Additional Rent for such Accountant determines that Direct Expenses were overstated by more than calendar year in excess of five percent (5%), then the cost of the Accountant and the cost of such determination Landlord shall be paid responsible for by Landlordall reasonable, out-of-pocket costs and Landlord expenses associated with Tenant's Review and any Final Award. This provision shall reimburse Tenant’s survive the cost termination of this Lease to allow the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right parties to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other enforce their respective rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenanthereunder.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member representative of Tenant’s finance departmentTenant with previous experience in reviewing financial operating records of landlords of office buildings, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm firm, has previous experience in reviewing financial operating records of landlords of office buildings, and is not working retained by Tenant on a non-contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under (or its counsel’s) offices in the applicable Estimate Statement and Statement, as the case may beLos Angeles area. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of following Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes some or all of such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such certification by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54.0%), then the cost of the Accountant and the cost of such determination certification shall be paid for by Landlord. Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant to Landlord shall be (i) in the case of amounts owing from Tenant to Landlord, paid within thirty (30) days following the later of such determination or Tenant’s receipt of an invoice for the amount owed by Tenant, and (ii) in the case of amounts owing from Landlord to Tenant, credited against the next payment of Rent due Landlord under the terms of this Lease, or if the Lease Term has expired, paid to Tenant within thirty (30) days following such determination. In no event shall reimburse this Section 4.4 be deemed to allow any review of any of Landlord’s records by any subtenant of Tenant’s the cost of the Tenant’s Accountant (provided . Tenant agrees that such cost this Section 4.4 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant at law or in equity relating thereto such determination. Pending resolution of any dispute over Additional Rent, Tenant shall pay any amounts of Additional Rent with respect to applicable law to inspect such books and records and/or to contest which there is no dispute. The provisions of this Section 4.4 shall survive the amount expiration or earlier termination of Direct Expenses payable by Tenantthe Lease Term.

Landlord’s Books and Records. Within one hundred twenty Landlord shall utilize or cause to ------------------------------ be utilized accounting records and procedures for each Expense Year conforming to sound real estate accounting principles consistently applied with respect to all of the Direct Expenses for each Expense Year including, without limitation, all payments of Direct Expenses. In the event that any other tenant in the Building performs an audit of Landlord's books and records and an adjustment to Direct Expenses is made, the results of such audit shall be sent to Tenant, promptly, to allow Tenant to determine whether Tenant is entitled to a corresponding adjustment, irrespective of the expiration of the Review Period (120as hereinafter defined) for the particular Expense Year for which the adjustment was made. For a period of ninety (90) days after receipt by Tenant of a StatementStatement (the "REVIEW PERIOD"), if Tenant disputes shall have the right to dispute the amount of Additional Rent due from Tenant as set forth in the Statement, a member of by giving written notice to Landlord, whereupon Tenant’s finance department, 's employees or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basisfirm) (“Tenant’s Accountant”), designated and paid for by Tenant, mayshall have the right during normal business hours, after reasonable notice to Landlord inspect and/or audit Landlord's books and at reasonable timesrecords with respect to both the Statement most recently received by Tenant, inspect Landlord’s records as well as with respect to the Statement applicable to the previous Expense Year, at Landlord’s offices's or the Building Managers office. However, Tenant's right to inspect and/or audit Landlord's books and records, as aforesaid, shall be subject to the following: (i) Tenant is not then in default of the payment of Base Rent after expiration of any applicable cure period, and (ii) Tenant is not then in default of the payment of Tenant's Share of Direct Expenses after expiration of any applicable cure period, provided that there is no existing Event for purposes of Default and this item (ii), only, Tenant has paid all amounts required shall not be deemed to be paid under in default of the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, payment of Tenant's Share of Direct Expenses if Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordsis disputing, and shall execute withholding, a commercially reasonable confidentiality agreement regarding portion of Tenant's Share of Direct Expenses reasonably and in good faith, by notice delivered to Landlord on or prior to the due date of such inspection. Tenant’s failure Direct Expenses, and the amount of Direct Expenses withheld by Tenant does not exceed an amount equal to dispute the amount of Additional Rent set forth in any the most recent Statement within one hundred twenty (120) days received by Tenant minus the amount of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts Additional Rent set forth in the Statement for the immediately preceding Expense Year. Landlord shall be obligated to keep such Statementbooks and records for all Expense Years until three (3) years following the expiration of the Review Period for the previous Expense Year, or such longer period as may reasonably be required in order to conduct an audit or arbitration, should Tenant become entitled to same, pursuant to the provisions of this SECTION 3.6 or SECTION 19.41. If Tenant and such accountant ------------ ------------- shall use their commercially reasonable efforts to cause their respective agents and employees to maintain all information contained in Landlord's records in strict confidence, and such accountant shall agree, in writing, that it will not represent any other tenants or occupants of the Project in connection with any review of the Building Operating Expenses. Landlord shall cooperate with Tenant during the course of such inspection or audit, and Landlord agrees, during normal Building hours, to make those of its personnel available to Tenant as are reasonably necessary to conduct such inspection or audit, in which event no inspection or audit shall last more than ten (10) business days (or, provided Tenant is conducting such inspection or audit with due diligence, such longer period as may reasonably be required) in duration for any Expense Year audited. Tenant's representatives shall be entitled to make photostatic copies of such records at Landlord's or the Building manager's office , provided Tenant bears the expense of such copying. If, after such inspection, Tenant still disputes -20- XXXXXXX XXXXXX CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] such Additional Rent, a determination as Landlord and Tenant shall submit such dispute to arbitration pursuant to the proper amount shall be madeterms of SECTION 19.41, below, at Tenant’s 's sole cost ------------- and expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if the determination of such Accountant determines arbitration is that the Direct Expenses set forth in the Statement were overstated by more than five three percent (53%), then the cost of the Accountant and then, the cost of such determination arbitration and of Tenant's audit or inspection of Landlord's books and records shall be paid for by Landlord. Promptly following the parties receipt of such determination, and the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification, with interest at the Interest Rate from the date due until paid, in the case of payments by Tenant to Landlord, or with interest at the Interest Rate from the date paid until reimbursed, in the case of reimbursements by Landlord to Tenant. The payment by Tenant of any Additional Rent pursuant to this ARTICLE 3 shall reimburse Tenant’s --------- not preclude Tenant from questioning the cost correctness of any Statement delivered by Landlord, provided that the failure of Tenant to object thereto prior to the expiration of the Tenant’s Accountant (provided that such cost applicable Review Period shall be a reasonable market cost for such services)conclusively deemed Tenant's approval of all Statements no longer subject to inspection and/or audit by Tenant, as provided above, except in the case of fraud by Landlord or its employees or agents. Once Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest invokes the amount of Direct Expenses payable by Tenant shall be as rights set forth in this Section 4.6SECTION ------- 3.6 pursuant to the terms of this SECTION 3.6, Landlord and Tenant agree that --- ----------- this SECTION 3.6 shall be the sole method to be used by them to dispute the ------------ amount of any Direct Expenses payable or not payable by Tenant pursuant to the terms of this Lease, and Landlord and Tenant hereby waives waive any and all other rights pursuant right at law or in equity or as otherwise provided by this Lease relating to applicable law to inspect any such books and records and/or to contest the amount of Direct Expenses payable by Tenantsubject matter.

Landlord’s Books and Records. Within one hundred twenty thirty (12030) days after notice from Tenant (given within one (1) year after receipt by of any Statement), provided that Tenant of a Statementis not then in default after the applicable cure period has lapsed under this Lease, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance departmentTenant shall give written notice to Landlord, or and an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm firm) designated by Tenant and is approved by Landlord (which approval shall not working on a contingency fee basishe unreasonably withheld) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, the "Independent CPA") shall inspect Landlord’s 's records with respect to the Statement at Landlord’s offices's offices at Tenant's expense; provided, provided however, that there if the actual amount of Direct Expenses as determined by such Independent CPA is no existing Event less than ninety-five percent (95%) of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and amount of Direct Expenses as set forth in the Statement, then Landlord shall pay the costs associated with such inspection. If the Independent CPA determines an error was made in the calculation of Direct Expenses from the Statement, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. In connection with Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant or Landlord shall be (i) in the case of amounts owing from Tenant to Landlord paid within thirty (30) days following such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordsdetermination, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. (ii) in the case of amounts owing from Landlord to Tenant’s failure to dispute , credited against the amount next payment of Additional Base Rent set forth in any Statement due Landlord under the terms of this Lease, or if the Lease Term has expired, within one hundred twenty thirty (12030) days of Tenant’s receipt of such Statement determination. Landlord shall be required to maintain records of all Direct Expenses and other rent adjustments for the entirety of the one-year period ("Review Period") following Landlord's delivery to Tenant of each Statement setting forth Tenant's Share of Direct Expenses. The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto prior to the expiration of the Review Period shall be conclusively deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty ninety (12090) days after receipt of ----------------------------- a Statement by Tenant of a StatementTenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”firm), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty ninety (12090) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (55.0%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and . Landlord shall reimburse Tenant’s the cost be required to maintain records of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of all Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and each Statement delivered to Tenant hereby waives any and all other rights pursuant to for two (2) years following Landlord's delivery of the applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantStatement.

Landlord’s Books and Records. Within Upon Tenant’s written request (an “Audit Request”) given not more than one hundred twenty eighty (120180) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. In addition, in connection with the first such Audit Request given by Tenant during the Lease Term, if also requested by Tenant, Landlord shall furnish Tenant with reasonable supporting documentation in connection with the Direct Expenses incurred by Landlord during the Base Year; provided however, such Base Year documentation shall only be provided to Tenant for the purpose of comparing such Base Year Direct Expenses with such subsequent Expense Year Direct Expenses and Tenant shall have no right to audit or otherwise dispute the Direct Expenses incurred by Landlord during such Base Year. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within sixty (60) days after receipt of such information by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant’s written request given not more than six (6) months after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to, a default beyond the applicable notice and cure period provided in this Lease with respect to the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty sixty (12060) days after receipt by Tenant of a Statementsaid documentation from Landlord (the “Audit Period”), if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized certified public accounting firm and which has previous experience in auditing financial operating records of landlords of office buildings, (B) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm in the performance of the audit], and (C) (“shall not currently be providing or provide in the future accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of the expense records being audited by Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s records with respect to the Statement at Landlord’s corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as and (iii) a copy of the case may beaudit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s agents certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections an audit of Landlord’s the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant’s certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s failure to dispute audit the amount of Additional Rent Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional RentDirect Expenses, a determination as an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant determines proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant Accountant, the cost of Tenant’s accounting, and the cost of such determination audit (and the actual and reasonable out-of-pocket cost of Tenant’s audit and auditor, not to exceed $10,000.00) shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect audit Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty Following Tenant's receipt of the Statement for any Expense Year, Tenant shall have the right, upon prior written notice to Landlord (120"Audit Notice") within ninety (90) days after receipt following the delivery of such Statement (the "Review Period"), to commence an audit of Landlord's books and records concerning the Building Direct Expenses for the Landlord's fiscal year that is the subject of such statement (the "Records"). Tenant shall complete any audit within ninety (90) days following the commencement thereof. Following delivery of an Audit Notice, and provided Tenant is not then in monetary or material non-monetary default under this Lease beyond any applicable notice and cure periods expressly set forth in this Lease, Tenant shall have the right, at Tenant's sole cost, during Landlord's regular business hours and on reasonable prior notice to Landlord, to audit the Records at Landlord's principal business office in San Francisco, California (or at any other location in northern California designated by Landlord). Such audit shall occur within thirty (30) days following the delivery of the Audit Notice. Tenant's audit of the Records pursuant to this Section 4.7 shall be conducted only by a reputable independent nationally or regionally recognized certified public accounting firm, subject to Landlord's reasonable approval, which accounting firm: (i) shall have previous experience in auditing financial operating records of landlords of office buildings; (ii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), and a Statementcopy of the executed audit agreement between Tenant and auditor shall be provided to Landlord prior to the commencement of the audit; and (iii) at Landlord's option, if both Tenant and auditor shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant's auditors shall be delivered concurrently to Landlord and Tenant promptly upon completion thereof. If, after such audit of the Records, Tenant disputes the amount of Additional Rent set forth Building Direct Expenses for the Expense Year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statementdispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant's audit, then, at Tenant's request, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm selected by Landlord, and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for reasonably approved by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madeshall, at Tenant’s expense's cost, by conduct an independent certified public accountant audit of the relevant Building Direct Expenses (the “Accountant”) selected by "Neutral Audit"). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that overstated Building Direct Expenses were overstated in the Statement for the Expense Year being audited by more than five percent (5%), then in which case Landlord shall pay the cost actual and reasonable costs and expenses of the Accountant Neutral Audit, in an amount not to exceed Ten Thousand and 00/100 Dollars ($10,000.00). In any event, Landlord will promptly reimburse Tenant or provide a credit for any overstatement of Building Direct Expenses, and Tenant shall promptly pay to Landlord any understatement of Building Direct Expenses. To the cost of such determination extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Building Direct Expenses, the foregoing audit and Neutral Audit procedures shall be paid for the sole methods to be used by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Building Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthis Lease.

Landlord’s Books and Records. Within one hundred twenty Following Tenant’s receipt of the Statement, Tenant shall have the right, upon prior written notice to Landlord (120“Audit Notice”), to commence and complete an audit of Landlord’s books and records concerning the Operating Expenses for the Landlord’s fiscal year that is the subject of such Statement (the “Records”), within ninety (90) days after receipt following the delivery of such Statement (the “Review Period”). Following delivery of an Audit Notice, and provided Tenant is not then in default under this Lease, Tenant shall have the right, at Tenant’s sole cost, during Landlord’s regular business hours and on reasonable prior notice to Landlord, to audit the Records at Landlord’s principal business office (or at any other location in northern California designated by Landlord). Such audit shall occur within thirty (30) days following the delivery of the Audit Notice. Tenant’s audit of the Records pursuant to this Section 3.2.5.4 shall be conducted only by a reputable independent nationally or regionally recognized certified public accounting firm, subject to Landlord’s reasonable approval, which accounting firm: (i) shall have previous experience in auditing financial operating records of landlords of office buildings; (ii) shall not already be providing accounting and/or lease administration services to Tenant and shall not have provided accounting and/or lease administration services to Tenant in the past three (3) years; (iii) shall not be retained by Tenant on a contingency fee basis (i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), and a Statementcopy of the executed audit agreement between Tenant and auditor shall be provided to Landlord prior to the commencement of the audit; and (iv) at Landlord’s option, if both Tenant and auditor shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Review Period. If, after such audit of the Records, Tenant disputes the amount of Additional Rent set forth Operating Expenses for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, by an independent a certified public accountant accounting firm selected by Landlord, and reasonably approved by Tenant, shall, at Tenant’s cost, conduct an audit of the relevant Operating Expenses (the “AccountantNeutral Audit”) selected by ). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct overstated Operating Expenses were overstated in the Statement for the year being audited by more than five percent (5%), then in which case Landlord shall pay the cost actual and reasonable costs and expenses of the Accountant Neutral Audit, in an amount not to exceed Five Thousand and 00/100 Dollars ($5,000.00). In any event, Landlord will promptly reimburse Tenant or provide a credit for any overstatement of Operating Expenses, and Tenant shall promptly pay to Landlord any understatement of Operating Expenses. To the cost of such determination extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Operating Expenses, the foregoing audit and Neutral Audit procedures shall be paid for the sole methods to be used by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of Direct any Operating Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthis Lease.

Landlord’s Books and Records. Within one hundred twenty six (1206) days months after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm firm, has previous experience in reviewing financial operating records of landlords of office buildings, and is not working retained by Tenant on a non contingency fee basis) (the “Tenant’s AccountantTenant Auditor”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Estimated Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty six (1206) days of months following Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such certification by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant Accountant, and the cost of such determination certification, shall be paid for by Landlord. Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant to Landlord shall be (i) in the case of amounts owing from Tenant to Landlord, paid within thirty (30) days following such determination, and (ii) in the case of amounts owing from Landlord to Tenant, credited against the next payment of Rent due Landlord under the terms of this Lease, or if the Lease Term has expired, paid to Tenant within thirty (30) days following such determination. In no event shall reimburse this Section 4.6 be deemed to allow any review of any of Landlord’s records by any subtenant of Tenant’s the cost of the Tenant’s Accountant (provided . Tenant agrees that such cost this Section 4.6 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant's written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm firm, and (B) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves XXXXXX REALTY 57198 I.06/WLA 0000 Xxxxxxxxx Xxxxx K4064-066/6-8-04/pjr/pjr -16-[STMicroelectronics, Inc.] that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services)) and the full amount of Tenant’s overpayment of Additional Rent. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.. 00 Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx [Britannia Gateway Business Park] [Senti Biosciences, Inc.]

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement (as defined in Exhibit C) for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is subject of the dispute), Landlord shall furnish or make available to Tenant such reasonable supporting documentation in connection with said Building Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member either an employee of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm which has previous experience in reviewing financial operating records of landlords of office buildings, and (B) is not working on a contingency fee basis) basis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], designated and paid for by Tenant (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, and (iii) a copy of the audit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Any audit report prepared by Tenant’s employee or Tenant’s Accountant shall be delivered concurrently to Landlord and Tenant within the one hundred eighty (180) day period reference above. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.64.3, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant's written request (an "Audit Request") given not more than sixty (60) days after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease, beyond any applicable notice and cure period expressly set forth in this Lease, Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses. Landlord shall provide said information to Tenant within sixty (60) days after Tenant's written request therefor. Within one hundred twenty sixty (12060) days after receipt of such information by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant Certified Public Accountant (which accountant (A) is a Certified Public Accountant, (B) is a member of a nationally recognized accounting firm firm, and (C) is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease, beyond any applicable notice and cure period expressly set forth in this Lease, and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant Certified Public Accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.64.6 and in no event shall Tenant have the right to inspect Landlord's books and records and/or contest the amount of Direct Expenses payable by Tenant more than one (1) time for any Expense Year, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (1201) days year after Tenant's receipt of any Actual Statement (the "REVIEW PERIOD") Tenant shall have the right, only once in any calendar year, at its sole cost and expense, to audit or inspect and photocopy Landlord's detailed records with respect to Operating Expenses, as well as all other additional rent payable by Tenant pursuant to the Lease for the calendar year which is the subject of a Statementthe Actual Statement and such records for the immediately preceding calendar year. Said audit may be completed by Tenant's personnel, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized or an outside consultant. Landlord shall utilize, and cause to be utilized, accounting firm records and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid procedures for by Tenant, may, after reasonable notice each calendar year conforming to Landlord and at reasonable times, inspect Landlord’s records applicable generally accepted accounting principles consistently applied with respect to all the Statement at Operating Expenses for such calendar year, to enable the audit or inspection by Tenant pursuant to this clause to be conducted. Pursuant to the foregoing, Landlord shall be obligated to keep such records for all calendar years included in the Term of this Lease until one (1) year following the expiration or earlier termination of this Lease. Tenant shall give Landlord not less than ten (10) business days prior written notice of its intention to conduct any such audit. Landlord shall reasonably cooperate with Tenant during the course of such audit, which shall be conducted during normal business hours in Landlord’s offices's Project management office in Southern California. Landlord agrees to make such personnel available to Tenant as is reasonably necessary for Tenant's employees and agents to conduct such audit. Landlord shall make such records available to Tenant's employees and agents for inspection during normal business hours. Tenant's employees and agents shall be entitled to make photostatic copies of such records, provided that there is no existing Event Tenant bears the expense of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordscopying, and shall execute further provided that Tenant keeps such copies in a commercially reasonable confidentiality agreement regarding confidential manner and does not discuss, display or distribute such inspectioncopies to any other third party. Tenant’s 's failure to dispute commence an audit within the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement Review Period shall be deemed to be constitute Tenant’s 's approval of such Statement the Operating Expenses and Tenant, thereafter, waives the right or ability to dispute the amounts other additional rent set forth in such the Actual Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth Despite anything in this Section 4.64.8 to the contrary, and if Tenant hereby waives conducts an audit of Operating Expenses which discloses an overstatement of Tenant's Share of any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.particular item(s) of

Landlord’s Books and Records. Within one hundred twenty two (1202) days years after receipt of a Statement by Tenant of a Statement("Review Period"), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basisfirm) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect and photocopy Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event not then in Material Default under Section 19.1.1 of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statementthis Lease, as the case may be. In connection with such inspection, provided further that Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s recordssuch accountant shall, and each of them shall execute a use their commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure efforts to dispute the amount of Additional Rent set forth cause their respective agents and employees to, maintain all information contained in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth Landlord's records in such Statementstrict confidence. If after such inspection, Tenant still disputes such Additional Rent, a determination certification as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “Accountant”) mutually selected by Landlord and subject Tenant. Landlord shall cooperate in good faith with Tenant and its accountant to Tenant’s reasonable approvalshow Tenant and its accountant the information upon which the certification is based; provided that if such Accountant determines certification by Landlord's accountant proves that Direct the Project Expenses set forth in the Statement were overstated by more than five two percent (52.0%), then the cost of the Accountant Tenant's accountant and the cost of such determination certification shall be paid for by Landlord. Promptly following the parties' receipt of such certification, and the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification, together with interest at the "Interest Rate," as that term is defined in Article 22 of this Lease, from the date due until paid, in the case of payments by Tenant to Landlord, or from the date paid until reimbursed, in the case of reimbursements by Landlord to Tenant. Landlord shall reimburse Tenant’s the cost be required to ---------------------- * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. maintain records of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct all Project Expenses payable by Tenant shall be as set forth in each Statement delivered to Tenant for the entirety of the two (2) year period following Landlord's delivery of the applicable Statement. The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement delivered by Landlord, provided that the failure of Tenant to object thereto prior to the expiration of the Review Period shall be conclusively deemed Tenant's approval of the applicable Statement. In the event that any other tenant in the Project audits or reviews Project Expenses and an adjustment is made pursuant to such audit or review because of an error in calculation or in allocation of Project Expenses, the results of such audit or review shall be sent to Tenant, within thirty (30) days after Landlord's receipt of Tenant's written request, in order to allow Tenant to determine whether Tenant is entitled to a corresponding adjustment pursuant to the terms of this Section 4.6. SECOND AMENDMENT TO OFFICE LEASE AND CONSENT TO SUBLEASE AGREEMENT THIS SECOND AMENDMENT TO OFFICE LEASE AND CONSENT TO SUBLEASE AGREEMENT (this "Agreement") is made as of July 26, 1996, by and among WATER GARDEN COMPANY L.L.C., a Delaware limited liability company ("Landlord"), THE RAND CORPORATION, a California non-profit public benefit corporation ("Tenant"), and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantSPECIALTY LABORATORIES, INC., a California corporation ("Subtenant").

Landlord’s Books and Records. Within one hundred twenty sixty (12060) days after receipt of ---------------------------- a Statement by Tenant of a StatementTenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member corporate officer of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency noncontingent fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty sixty (12060) days of following Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (55.0%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth stated in the Statement, a member an Actual Statement within 365 days of Tenant’s finance departmentreceipt thereof (except that in the case of the Base Year, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”Tenant shall have two years, as provided above), designated and paid for by Tenant, Tenant may, after reasonable upon at least five business days notice to Landlord Landlord, request an opportunity to inspect and at reasonable times, inspect audit Landlord’s records with respect and supporting documentation regarding such Actual Statement. Such inspection and audit must be conducted within 365 days of the date Tenant received the Actual Statement (except that in the case of the Base Year, Tenant shall have two years following delivery to Tenant of such Actual Statement for the Statement Base Year in which to complete such inspection and audit), shall be at Tenant’s sole cost and expense (except as provided below), and Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation available to Tenant for its inspection at Landlord’s offices, provided that there is no existing Event of Default and business office during normal business hours. If Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure fails to dispute the amount of Additional Rent set forth stated in any an Actual Statement within one hundred twenty (120) 365 days of Tenant’s receipt of such Statement shall be deemed to be thereof, or Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability audit fails to dispute the amounts set forth disclose a discrepancy in such Statement. If Actual Statement within 365 days after such inspection, Tenant still disputes such Additional Rent, a determination as Tenant’s receipt of the Actual Statement in question (or two years with respect to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%Base Year), then the cost Actual Statement will be deemed binding on Tenant. If it is determined as a result of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost timely audit of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books records (and records and Landlord’s certified public accountant’s concurrence therein) that Tenant was overcharged relative to contest the Direct Expenses, such overcharge shall entitle Tenant to a credit against its next payment of Direct Expenses in the amount of the overcharge plus, in the case of an overcharge exceeding three percent (3%) of the Direct Expenses payable by Tenant Expenses, the reasonable third party costs of such audit (and if such credit occurs following the expiration of the Term, Landlord shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest promptly pay the amount of such credit to Tenant). If it is determined as a result of Tenant’s timely audit of Landlord’s records(and Landlord’s certified public accountant’s concurrence therein), or otherwise, that Tenant was undercharged relative to the Direct Expenses payable Expenses, Tenant shall, within 30 days of written demand, pay such undercharge to Landlord. In the event Landlord’s certified public accountant fails to concur with the results of such audit, such dispute will be resolved by Tenantarbitration in accordance with the mechanism provided in Paragraph 3.2.5, above, whereupon the decision of the arbitrator shall be binding upon the parties and the provisions of this Paragraph will apply to any underpayment or overpayment determined to exist by the arbitrator.

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within forty-five (45) days after Tenant’s written request therefor. Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm and which has previous experience in reviewing financial operating records of landlords of office buildings, (B) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], and (C) (“Tenant’s Accountant”shall not currently or in the future be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s records with respect to the Statement at Landlord’s corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, and (iii) a copy of the audit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections audits of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the one hundred eighty (180) day period referenced above. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional Rent, a determination an audit as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such auditing by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination audit shall be paid for by Landlord, and Landlord shall reimburse Tenant’s shall, within thirty (30) days, deliver a check payable to Tenant in the cost of amount by which the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services)Direct Expenses were overstated. Tenant hereby acknowledges that Tenant’s sole right to inspect audit Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if In the event Tenant disputes the amount of Additional Rent the Operating Expenses and Taxes set forth in the StatementStatement delivered by Landlord to Tenant pursuant to SECTION 4.4.2 above, a member of Tenant shall have the right, at Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may's cost, after reasonable notice to Landlord and at reasonable timesLandlord, inspect Landlord’s records with respect to the Statement inspect, at Landlord’s offices's office during normal business hours, provided that there is no existing Event of Default Landlord's books and Tenant has paid all amounts required to be paid under records concerning the applicable Estimate Statement Operating Expenses and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts Taxes set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Operating Expenses and Taxes set forth in any Statement, unless Tenant does so within one (1) year immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.7, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described below. If after such inspection, Tenant still disputes such Additional Rentthe amount of the Operating Expenses and Taxes set forth in the Statement, a determination as Tenant shall have the right, within the Review Period, to the proper amount shall be made, at Tenant’s expense, by cause an independent certified public accountant which shall be one of the "Big 6" national accounting firms, as selected by Tenant and reasonably approved by Landlord (the “"Accountant”) selected "), to commence and complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Taxes incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement, which audit shall be final and binding upon Landlord and subject Tenant. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant’s reasonable approval; provided , Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that if Landlord's original Statement which was the subject of such Accountant determines that Direct Expenses were overstated audit was in error to Tenant's disadvantage by more than five percent (5%), then the cost ) of the Operating Expenses and Taxes. The payment by Tenant of any amounts pursuant to this ARTICLE 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and request that Landlord have the Accountant and conduct the cost audit as described above prior to the expiration of such determination the Review Period shall be paid for by Landlord, and Landlord shall reimburse conclusively deemed Tenant’s the cost 's approval of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books Statement in question and records and to contest the amount of Direct Operating Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantTaxes shown thereon.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by TenantTxxxxx, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and TenantTxxxxx’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that TenantTxxxxx’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency noncontingent fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s officesoffices (or the Orange County office or next most local office in Southern California of Landlord’s property manager, if Landlord does not have an office in Orange County, California), provided that there Tenant is no existing Event of Default not then in default under this Lease (after applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of following Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (55.0%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or Tenant may designate and pay for an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, mayor have a qualified employee of the City of Seattle's Office of the City Auditor, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantTenant with respect to such Direct Expenses Statement.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent Building Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent reputable certified public accountant (which accountant is a member of a reputable independent nationally or regionally recognized accounting firm and has had previous experience in reviewing financial operating records of landlords of office buildings; provided that such accountant is not working retained by Tenant on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the particular Statement at issue, at Landlord’s 's offices, provided that there Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure period provided under this Lease) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent Building Direct Expenses set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional RentBuilding Direct Expenses, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Building Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. In any event, and Landlord shall reimburse Tenant’s the cost make an appropriate reimbursement to Tenant of the Tenant’s Accountant (amount that is determined to be owing to Tenant due to any such overstatement, provided that any such cost reimbursement may, at Landlord's option, instead be credited against the Tenant's Share of Building Direct Expenses next coming due under this Lease, unless the Lease Term has expired, in which event Landlord shall refund the appropriate amount to Tenant. In no event shall this Section 4.6 be deemed to allow any review of any of Landlord's records by any subtenant of Tenant. Tenant agrees that this Section 4.6 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Building Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty Notwithstanding anything to the contrary contained in this Lease, if, within ninety (12090) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, and (ii) is not then in default in the Statementpayment of scheduled Rent under this Lease, then Tenant shall have the right to cause Landlord’s general ledger of accounts and any other relevant books and records with respect to such disputed Statement only to be audited by a member of Tenant’s finance department, nationally or an independent regionally recognized firm utilizing certified public accountant (accountants reasonably approved by Landlord, at no cost or expense to Landlord, which accountant is a member has prior experience in the review of a nationally recognized accounting firm financial statements and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent manner and timely manner (“but in any event within two (2) months after Tenant is given access to all of Landlord’s relevant books and records) and shall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord’s ledgers, invoices or other items. Tenant agrees to keep, and to cause Tenant’s Accountant”)accountant and its employees to keep, designated all information revealed by any audit of Landlord’s books and paid for records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, Tenant’s accountants, legal advisors, financial advisors and any Tenant Parties with a need to know such information unless compelled to do so by a court of law, and Tenant and its auditor shall sign a confidentiality agreement reflecting such confidentiality. Tenant’s audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation and any other relevant books and records. If after such audit, Landlord and Tenant dispute the results of such audit, the parties and their advisors shall meet and use good faith efforts to resolve such dispute. If the parties fail to resolve such dispute with thirty (30) days, then, at Tenant’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice at Tenant’s cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.5 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, will be appropriately adjusted on the basis of such audit. In connection with such inspection, Tenant and Tenant’s agents must agree in advance agrees that this Section 4.5 shall be the sole method to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure be used by Tenant to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty two (1202) days years after receipt of a Statement by Tenant of a Statement(“Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant is a member of a nationally regionally recognized accounting firm and is not working on a contingency fee basisfirm) (“Tenant’s Accountant”), designated and paid for by Tenant, may, may after reasonable notice to Landlord and at reasonable timesduring normal business hours, not more than once in any calendar year, inspect and photocopy Landlord’s records with respect to the Statement at Landlord’s offices, provided that there Tenant is no existing Event not then in default after expiration of Default and Tenant has paid all amounts required to be paid any applicable cure period under the applicable Estimate Statement and StatementSection 12.1.1 of this Lease, as the case may be. In connection with such inspectionprovided, further, that Tenant and Tenant’s such accountant shall, and each of them shall use their commercially reasonable efforts to cause their respective agents must agree and employees to, maintain all information contained in advance to follow Landlord’s reasonable rules and procedures regarding inspections records in strict confidence except as necessary in the enforcement of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statementthis Lease. If after such inspection, Tenant still disputes such Additional Rent, a determination certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) mutually selected by Landlord and subject Tenant. If Landlord and Tenant are unable to Tenant’s reasonable approvalagree upon an independent certified public accountant, each party may apply to the presiding judge of the Los Angeles Superior Court to appoint same from a regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the designated accountant to show Tenant and the designated accountant the information upon which the certification is based; provided that if such Accountant determines certification by the designated accountant proves that the Direct Expenses set forth in the Statement were overstated by more than five four percent (54%), then the cost of the Accountant designated accountant and the cost of such determination certification shall be paid for by Landlord. Promptly following the parties’ receipt of such certification, and the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification, together with interest at the “Interest Rate”, as that term is defined in Section 19.28 of this Lease, from the date due until paid, in the case of payments by Tenant to Landlord, or from the date paid until reimbursed, in the case of reimbursements by Landlord to Tenant. Landlord shall reimburse Tenant’s the cost be required to maintain records of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of all Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and each Statement delivered to Tenant hereby waives for the entirety of the three (3) year period following Landlord’s delivery of the applicable Statement. The payment by Tenant of any and all other rights amounts pursuant to this Article 3 shall not preclude Tenant from questioning the correctness of any Statement delivered by Landlord, provided that the failure of Tenant to object thereto prior to the expiration of the Review Period shall be conclusively deemed Tenant’s approval of the applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by TenantStatement.

Landlord’s Books and Records. Within one hundred twenty (120) days after Following Xxxxxx’s receipt by Tenant of a Statement, if Tenant shall have the right by written notice to Landlord to commence and complete an audit of Landlord’s books concerning the Direct Expenses for the Expense Year which are the subject of such Statement, within the later to occur of (x) six (6) months following the delivery of such Statement and (y) the date that is sixty (60) days after Landlord makes Xxxxxxxx’s books and records available for Tenant’s audit, provided that Tenant notifies Landlord of Xxxxxx’s intent to audit Landlord’s books and records within the six (6) month period described in clause (x) above (the “Audit Period”). Following the giving of such written notice, Tenant shall have the right during Landlord’s regular business hours taking into account the workload of Landlord’s employees involved in the audit at the time of the audit request and on reasonable prior notice, to audit, at Landlord’s corporate offices in the San Francisco Bay area, at Tenant’s sole cost, Landlord’s records, provided that Tenant is not then in Default. The audit of Landlord’s records may be conducted only by a reputable certified public accountant, subject to Landlord’s approval, which approval shall not be unreasonably withheld. Any accounting firm selected by Tenant in connection with the audit (i) shall be a reputable independent nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office/life science buildings; (ii) shall not already be providing accounting and/or lease administration services to Tenant and shall not have provided accounting and/or lease administration services to Tenant in the past three (3) years; (iii) shall not be retained by Tenant on a contingency fee basis (i.e. Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit), a copy of the executed audit agreement, between Tenant and auditor, shall be provided to Landlord prior to the commencement of the audit; and (iv) at Landlord’s option, both Tenant and its agent shall be required to execute a commercially reasonable confidentially agreement prepared by Landlord. Any audit report prepared by Xxxxxx’s auditors shall be delivered concurrently to Landlord and Tenant within the Audit Period. If, after such audit of Landlord’s records, Tenant disputes the amount of Additional Rent set forth Direct Expenses for the year under audit, Landlord and Tenant shall meet and attempt in good faith to resolve the Statement, a member dispute. If the parties are unable to resolve the dispute within sixty (60) days after completion of Tenant’s finance departmentaudit, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be madethen, at Tenant’s expenserequest, by an independent a certified public accountant accounting firm selected by Landlord, and reasonably approved by Xxxxxx, shall, at Tenant’s cost, conduct an audit of the relevant Direct Expenses (the “AccountantNeutral Audit”) selected by ). Tenant shall pay all costs and expenses of the Neutral Audit unless the final determination in such Neutral Audit is that Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that overstated Direct Expenses were overstated in the Statement for the year being audited by more than five percent (5%), then the cost ) in which case Landlord shall pay all costs and expenses of the Accountant and the cost of such determination shall be paid for by LandlordNeutral Audit, and Landlord shall reimburse as well as Tenant’s reasonable out-of-pocket costs actually incurred by Tenant in the cost audit of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records records. In any event, Landlord will reimburse or provide a credit for any overstatement of Direct Expenses and Tenant shall pay to contest Landlord any understatement of Direct Expenses. To the extent Landlord and Tenant fail to otherwise reach mutual agreement regarding Direct Expenses, the foregoing audit and Neutral Audit procedures shall be the sole methods to be used by Tenant to dispute the amount of any Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount terms of Direct Expenses payable by Tenantthe Lease.

Landlord’s Books and Records. Within Upon Tenant's written request given not more than one hundred twenty eighty (120180) days after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant's written request therefor. Within two hundred forty (240) days after receipt of a Statement by Tenant of a Statement(the "Review Period"), if Tenant disputes the amount of Additional Rent 692500.09/WLA371593-00023/6-13-12/ao/ao -00- XXX XXXXXX[Xxxxxx Realty, L.P.][Concur Technologies, Inc.] Direct Expenses set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm and which has previous experience in auditing financial operating records of landlords of office buildings, (B) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], and (C) (“Tenant’s Accountant”shall not currently be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect audit Landlord’s 's records with respect to the Statement at Landlord’s 's corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as and (iii) a copy of the case may beaudit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such inspectionaudit, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections an audit of Landlord’s the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such inspectionaudit. Any audit report prepared by Tenant's auditors shall be delivered to Landlord and Tenant within the Review Period. Tenant’s 's failure to dispute audit the amount of Additional Rent Direct Expenses set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute audit the amounts set forth in such Statement. If after such inspectionaudit, Tenant still disputes such Additional RentDirect Expenses, a determination as an audit to determine the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such audit by the Accountant determines proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination audit shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that that, except with respect to acts of fraud, Tenant’s 's sole right to inspect audit Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond any applicable cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is subject of the dispute), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one two hundred twenty forty (120240) days after receipt of a Statement by Tenant of a Statement(the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, an employee of Tenant or its affiliate, or a member of Tenant’s finance department, third party providing lease administration services (which is not working on a contingency fee basis) or an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm which has previous experience in reviewing financial operating records of landlords of office buildings, (B) shall not already be providing primary accounting and/or lease administration services to Tenant and shall not have provided primary accounting and/or lease administration services to Tenant in the past three (3) years, (C) is not working on a contingency fee basisbasis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], and (D) (“Tenant’s Accountant”), shall not currently or in the future be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s corporate offices, provided that there (i) Tenant is no existing Event of Default not then in default under this Lease (beyond any applicable notice and cure periods), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, and (iii) , unless an employee of Tenant is performing the audit, a copy of the audit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with any such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. At the request of Tenant, such auditor shall be provided office space to perform such audit and shall be permitted to make copies of relevant documents (subject to commercially reasonable requirements to ensure the preserved confidentiality of any audited materials, including without limitation the requirement that all such copies be returned to Landlord or destroyed). Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the two hundred forty (240) day period referenced above. Excepting the Base Year Statement, Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses for the applicable Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost any other out-of-pocket, third-party Tenant costs of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.64.3, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty two (1202) days years after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm firm, has previous experience in reviewing financial operating records of landlords of office buildings, and is not working retained by Tenant on a non contingency fee basisbasis and provided such auditor shall not employ any individual in connection with such audit any individual previously employed in connection with the management or operation of any portion of the Project) (the “Tenant’s AccountantTenant Auditor”), designated and paid for by Tenant, may, after reasonable five (5) business days written notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s officesoffices in Orange County or San Diego County, California (“Landlord’s records”), provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Estimated Statement and Statement, as the case may be, and provided Landlord’s record shall not include tax returns or other books or records which would not otherwise pertain to Direct Expenses. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable and non-discriminatory (as among all tenants) rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty two (1202) days of years following Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such certification by the Accountant determines proves that Direct Expenses were overstated by more than five four percent (54%), then the cost of the Accountant Accountant, and the cost of such determination certification, shall be paid for by Landlord. Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant to Landlord shall be (i) in the case of amounts owing from Tenant to Landlord, paid within thirty (30) days following such determination, and (ii) in the case of amounts owing from Landlord to Tenant, credited against the next payments of Rent due Landlord under the terms of this Lease, or if the Lease Term has expired, paid to Tenant within thirty (30) days following such determination. In no event shall reimburse this Section 4.6 be deemed to allow any review of any of Landlord’s records by any subtenant of Tenant’s the cost of the Tenant’s Accountant (provided . Tenant agrees that such cost this Section 4.6 shall be a reasonable market cost for such services). the sole method to be used by Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest dispute the amount of any Direct Expenses payable or not payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth in the a Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after then upon reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to Tenant and/or its authorized representative shall have the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement right within one hundred twenty two (1202) days of Tenant’s years after receipt of such Statement ("Review Period"), to inspect Landlord's records, at Landlord's offices in Los Angeles County, provided that Tenant is not then in default under Section 19.1.1 of this Lease; provided, that Tenant and its authorized representative shall, and each of them shall use their commercially 804296.08/LAH4321-047/10-7-08/nng/law -00- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. The inspection rights described above shall be deemed to be Tenant’s approval of such Statement and performed only by Tenant, thereafterTenant's employees, waives or an authorized representative of Tenant who is an independent certified public accountant and a member of a nationally or regionally recognized accounting firm (which is not paid on a commission or contingency basis). Notwithstanding the right foregoing, Tenant may use a commercial real estate brokerage or ability to dispute the amounts set forth in real estate firm whose primary business is not auditing operating expenses as its representative as long as Tenant does not engage such Statementrepresentative on a commission or contingent fee basis. If after such inspection, Tenant still disputes the amount of Additional Rent set forth in the applicable Statement, Tenant shall notify Landlord in writing of such Additional Rentdispute ("Dispute Notice") and Landlord and Tenant shall attempt in good faith to resolve such dispute. In the event that within fifteen (15) days following the date of the Dispute Notice Landlord and Tenant are unable to resolve the dispute, a determination as to the proper amount such dispute shall be made, at Tenant’s expense, submitted to arbitration in accordance with the provisions of Sections 4.5.1 through 4.5.5 below: 4.5.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be an independent certified public accountant (who shall have been active over the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then ) year period ending an the cost of the Accountant and the cost date of such appointment in the determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant for commercial high-rise properties in Los Angeles County. 4.5.2 The two (2) arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant hereinabove for qualification of the initial two (2) arbitrators. 4.5.3 The three (3) arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to applicable law to inspect such books and records and/or to contest the amount of actual Direct Expenses payable by for the period set forth in the applicable Statement. 4.5.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant.

Landlord’s Books and Records. Within one hundred twenty twenty-four (12024) calendar months after receiving any Statement (the “Review Notice Period”), Tenant may give Landlord notice (“Review Notice”) stating that Tenant elects to review Landlord’s calculation of Direct Expenses for the Expense Year to which such Statement applies and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Within a reasonable time after receiving a timely Review Notice (and, at Landlord’s option, an executed confidentiality agreement as described below), Landlord shall deliver to Tenant, or make available for inspection at a location reasonably designated by Landlord, copies of such records. Within 60 days after receipt by such records are made available to Tenant of a Statement(the “Objection Period”), if Tenant disputes the amount of Additional Rent set forth in may deliver to Landlord notice (an “Objection Notice”) stating with reasonable specificity any objections to the Statement, a member of in which event Landlord and Tenant shall work together in good faith to resolve Tenant’s finance departmentobjections. If Tenant fails to give Landlord a Review Notice before the expiration of the Review Notice Period or fails to give Landlord an Objection Notice before the expiration of the Objection Period, or Tenant shall be deemed to have approved the Statement. If Tenant retains an independent agent to review Landlord’s records, the agent must be with a certified public accountant (which accountant is a member of a nationally recognized accounting firm licensed to do business in the State of California and is its fees shall not working be contingent, in whole or in part, upon the outcome of the review. Tenant shall be responsible for all costs of such review. The records and any related information obtained from Landlord shall be treated as confidential, and as applicable only to the Premises, by Tenant, its auditors, consultants, and any other parties reviewing the same on a contingency fee basis) behalf of Tenant (collectively, “Tenant’s AccountantAuditors”). Before making any records available for review, designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, require Tenant and Tenant’s agents must agree Auditors to execute a reasonable confidentiality agreement, in advance which event Tenant shall cause the same to follow be executed and delivered to Landlord within 30 days after receiving it from Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and if Tenant fails to do so, the Objection Period shall execute a commercially reasonable confidentiality agreement regarding be reduced by one day for each day by which such inspection. Tenant’s failure to dispute execution and delivery follows the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt expiration of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement30-day period. If after such inspection, Tenant still disputes such Additional RentDirect Expenses, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. Notwithstanding any contrary provision hereof, and Landlord shall reimburse Tenant must timely pay all of Tenant’s Share of Direct Expenses (whether or not such amounts are in dispute) which are due under this Lease prior to exercising any right to audit hereunder. If, for any Expense Year, Landlord and Tenant determine that the cost sum of Tenant’s Share of the actual Direct Expenses is less or more than the amount paid by Tenant’s Accountant (provided that such cost , Tenant shall be receive a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest credit in the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6its overpayment, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest or pay Landlord the amount of Direct Expenses payable by Tenantits underpayment, against or with the Rent next due hereunder; provided, however, that if this Lease has expired or terminated and Tenant has vacated the Premises, Landlord shall pay Tenant the amount of its overpayment (less any Rent due), or Tenant shall pay Landlord the amount of its underpayment, within 30 days after such determination.

Landlord’s Books and Records. Within one hundred twenty ninety (12090) days after Xxxxxx’s receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“"Tenant’s 's Accountant”"), designated and paid for by TenantXxxxxx, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s Xxxxxxxx's records with respect to the Statement at Landlord’s 's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s Xxxxxx's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s Xxxxxx's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty ninety (12090) days of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and and, except in the case of fraud, Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") mutually selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five seven percent (57%), then the cost of the Tenant’s Accountant and the Accountant and the cost of such determination determinations shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s Xxxxxx's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and except in the case of fraud, Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within Notwithstanding anything to the contrary contained in this Lease, if, within one hundred twenty eighty (120180) days after receipt by Tenant of a StatementStatement by Xxxxxx, if Tenant (i) reasonably disputes the amount of Additional Rent any amounts set forth in any Statement described above in this Article 4, and (ii) is not then in default under this Lease beyond any applicable notice and cure periods, then Tenant shall have the Statement, a member right to cause Landlord’s general ledger of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of accounts and Direct Expenses with respect to such disputed Statement only to be audited by a nationally recognized accounting firm of certified public accountants, at no cost or expense to Landlord, which has prior experience in the review of financial statements and is which shall not working be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not have the right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shall be completed in a diligent and timely manner (“but in any event within two (2) months after Tenant initially disputes the applicable Statement) and shall be performed at Landlord’s office during Xxxxxxxx’s normal business hours and in a manner so as to minimize interference with Xxxxxxxx’s business operations. Landlord shall have no obligation to make photocopies of any of Landlord’s ledgers of Direct Expenses, invoices or other items. Tenant agrees to keep, and to cause Xxxxxx’s accountant and its employees to keep, all information revealed by any audit of Landlord’s books and records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord and Xxxxxx’s employees and agents participating in such audit, unless compelled to do so by law or in litigation with Landlord, and Tenant and its accountant shall sign a commercially reasonable confidentiality agreement reflecting such confidentiality. Tenant’s Accountant”)audit shall be limited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, designated Landlord and paid for Xxxxxx dispute the results of such audit, at Xxxxxx’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, mayshall, after reasonable notice at Tenant’s cost, conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Landlord and at reasonable times, inspect Tenant or by Tenant to Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, will be appropriately adjusted on the basis of such audit. In connection with If such inspectionaudit discloses an overstatement of Direct Expenses in excess of five percent (5%) for such Expense Year, Landlord shall reimburse Tenant and for all of the overcharges plus the reasonable cost of both audits within thirty (30) days after completion of such audit; otherwise the cost of such audits shall be borne by Tenant’s agents must agree in advance . Tenant agrees that this Section 4.6 shall be the sole method to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure be used by Xxxxxx to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in pursuant to the terms of this Section 4.6Lease, and Tenant hereby waives any and all other rights pursuant to applicable at law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenantor in equity relating thereto.

Landlord’s Books and Records. Within one hundred twenty two (1202) days years after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member an employee of Tenant’s finance department, Tenant or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice Notice to Landlord and at reasonable times, inspect Landlord’s 's records with respect to the Statement at Landlord’s 's offices, provided that there Tenant is no existing Event of not then in Default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding inspections of Landlord’s 's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s 's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty two (1202) days years of Tenant’s 's receipt of such Statement shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s 's sole right to inspect Landlord’s 's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days ---------------------------- after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member Tenant shall have the right to have an audit conducted of Tenant’s finance department, or Landlord's books and records relating to Project Expenses by an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not firm), or consultant with at least five (5) years experience examining Project Expenses working on a contingency non- contingent fee basis) (“Tenant’s Accountant”), designated and paid for in each case mutually agreed upon by Tenant, may, after reasonable notice to Landlord and at reasonable timesTenant; provided however, inspect Landlord’s records Tenant shall pay any such disputed amount pending completion of such audit. Notwithstanding anything to the contrary set forth herein, the audit with respect to Project Expenses for the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to first three (3) Expense Years during the Lease Term may be paid under deferred until the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within date one hundred twenty (120) days of Tenant’s receipt after Tenant receives the Statement for the third Expense Year occurring during the Lease Term. The amounts payable under this Lease by Landlord to Tenant or Tenant to Landlord, as the case may be, shall be appropriately adjusted on the basis of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statementaudit. If after such inspection, Tenant still disputes such Additional Rent, audit discloses a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected liability for further refund by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than Tenant in excess of five percent (5%), then the cost ) of the Accountant and Operating Expenses previously made by Tenant for such calendar year, the cost of such determination audit shall be paid for borne by Landlord, and Landlord shall reimburse Tenant’s ; otherwise the cost of the Tenant’s Accountant (provided that such cost audit shall be a reasonable market cost for such services)borne by Tenant. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by If Tenant shall be as set forth not request an audit in accordance with the provisions of this Section 4.64.7 within the time permitted herein, such Statement ----------- shall be conclusively binding upon Landlord and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a Statement, if If Tenant disputes the amount of Additional Rent set forth stated in the Statement, a member an Actual Statement within 180 days of Tenant’s finance department's receipt thereof, or Tenant may, upon at least five business days notice to Landlord, inspect and audit Landlord's records and supporting documentation regarding such Actual Statement. Such inspection and audit must be conducted by an independent independent, nationally recognized, certified public accountant (selected by Tenant and reasonably approved by Landlord, and who has not previously been engaged by Tenant or Tenant's affiliates and who has been engaged to provide such services on a fee basis which accountant is a member of a nationally recognized accounting firm and is not working on a related to the results of such inspection and audit (i.e. with no contingency fee basis) factor); and such inspection and audit must be conducted within 180 days of the date Tenant received the Actual Statement, shall be at Tenant's sole cost and expense (“Tenant’s Accountant”except as provided below), designated and paid Landlord shall, at its election, either provide copies of such records and supporting documentation to Tenant or make such records and supporting documentation available to Tenant for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement its inspection at Landlord’s offices's business office in San Diego, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may beCalifornia during normal business hours. In connection Landlord shall cooperate in good faith with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding the accountant during any such inspection. Tenant’s failure If Tenant fails to dispute the amount of Additional Rent set forth stated in any an Actual Statement within one hundred twenty (120) 180 days of Tenant’s 's receipt thereof, or Tenant's audit fails to disclose a discrepancy in such Actual Statement within 180 days after Tenant's receipt of such the Actual Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%)question, then the cost of the Accountant and the cost Actual Statement will be deemed binding on Tenant, absent fraud. If it is determined as a result of such determination accountant's timely audit of Landlord's records that Tenant was overcharged relative to the Direct Expenses, such overcharge shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost entitle Tenant to a credit against its next payment of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest Direct Expenses in the amount of the overcharge plus, in the case of an overcharge exceeding three percent of the Direct Expenses payable by Tenant Expenses, the reasonable third party costs of such audit (and if such credit occurs following the expiration of the Term, Landlord shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest promptly pay the amount of such credit to Tenant). If it is determined as a result of such accountant's timely audit of Landlord's records, or otherwise, that Tenant was undercharged relative to the Direct Expenses payable by TenantExpenses, Tenant shall, within ten days of written demand, pay such undercharge to Landlord.

Landlord’s Books and Records. Within one hundred twenty eighty (120180) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty eighty (120180) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and (except as set forth in the next succeeding sentence) Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Books and Records. Within one hundred twenty (120) days after receipt by Tenant of a StatementStatement by Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by TenantTenant and reasonably approved by Landlord, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s officesoffices in the San Francisco Bay Area, provided that there Tenant is no existing Event of Default not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant determines proves that Direct Expenses were overstated by more than five three percent (53%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant’s the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.