Common use of Landlord’s Records Clause in Contracts

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty ninety (12090) days after Tenant’s receipt of a Statement “Statement” (as that term is defined in Section 1.3.1 of Exhibit C) 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess “Excess” (as that term is defined in Section 1.3 of Exhibit C) set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [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 (D) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant ii)Tenant has paid all amounts required to be paid under the applicable “Estimate Statement Statement” (as that term is defined in Section 1.3.2 of Exhibit C) and Statement, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five seven percent (57%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided Default under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessExcess and Landlord disputes the results of Tenant’s audit, an audit to determine the proper amount shall be made, at Tenant’s reasonable 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 Laws to audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation information pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [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 (D) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five seven percent (57%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's obligations are not more materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept by sending such notice no later than one hundred twenty forty-five (12045) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. provided herein, Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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 buildingsaccountant, (B) shall not already be providing primary accounting and/or lease administration services whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall be paid for continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty ninety (12090) days after Tenant’s '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 a component thereof the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s 's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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, (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 basis [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 (D) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense recordsDirect Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five seven percent (57%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.. ARTICLE 5

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty ninety (12090) days after Tenant’s '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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s 's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [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 (D) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San FranciscoDiego, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.and

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty ninety (12090) 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [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 (D) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant ii)Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit audit, in an amount not to exceed Five Thousand and 00/100 Dollars ($5,000.00), shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's obligations are not more materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable, prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept by sending such notice no later than one hundred twenty forty-five (12045) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes and Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. provided herein, Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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 buildingsaccountant, (B) shall not already be providing primary accounting and/or lease administration services whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided . Tenant shall promptly pay the cost of such certification unless such certification determines that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated Tenant was overbilled by more than five percent (5%). Pending resolution of any such exceptions in the foregoing manner, then Tenant shall continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the cost of the Accountant and the cost of such audit shall be paid for amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Landlord shall maintain in the greater Chicago metropolitan area all of the books and records respecting Taxes, Operating Expenses, Shared Facilities Costs and Shared Facilities Income, including all such books and records created by its managing agent, fitness center operator or cafeteria operator (“Records”) for any calendar year until the fifth anniversary of the last day of such calendar year and, if any dispute with respect to such calendar year is then pending, until such dispute is resolved. If Tenant, by notice (a “Records Examination Request”) to Landlord given within ninety (90) days of Tenant’s written request given not more receipt of the Statement for any calendar year, shall so elect, then Tenant or its representative shall have the right to examine the Records and to meet with the individuals responsible for preparing and maintaining the Records upon reasonable prior notice during normal business hours at the place or places where the Records are normally kept. Tenant and its representatives shall execute a reasonable confidentiality agreement in favor of Landlord prior to any such examination. Any representative retained by Tenant shall be a mid-sized or larger recognized public accounting firm familiar with the accounting practices of comparable buildings in downtown Chicago. Tenant may take exception to matters included in Taxes, Operating Expenses or Shared Facilities Costs or matters excluded from Shared Facilities Income or Landlord’s xxxxxxxx to Tenant for Taxes, Operating Expenses or Net Share Facilities Costs or Landlord’s payments to Tenant for Net Shared Facilities Income, by sending notice specifying such exception and the reasons therefor to Landlord no later than one hundred twenty (120) days after Tenant’s Landlord, following receipt of a Records Examination Request, makes the Records available for examination (and notifies Tenant that the same are so available). The Statement for any calendar year shall be binding upon Landlord. The Statement for any calendar year shall be binding upon Tenant except for any matters as to which Tenant, after timely delivering a particular Expense YearRecords Examination Request, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Leasetimely objects, specifically including, but not limited to, the timely payment of Additional Rent (whether or not a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess as set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant above; provided, however that if, for any calendar year (the “Audit Periodcalendar year in question”), if Tenant disputes was overbilled for either Taxes, Operating Expenses or Net Shared Facilities Costs, as the amount of the Excess set forth in the Statementcase may be, 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, (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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%) (considering Taxes, Operating Expenses and Net Shared Facilities Costs separately), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by Tenant shall be given a new opportunity, with respect to the two calendar years preceding the calendar year in question, to review the Records for and take exception to the items of Taxes, Operating Expenses or Net Shared Facilities Costs (as set forth the case may be) for which Tenant was overbilled (and, for the purpose of applying the foregoing provisions of this Paragraph 3(F) to such new opportunity, the Statements for such two preceding years shall be deemed to have been issued to Tenant upon the date it is determined that Tenant was so overbilled for the calendar year in this Section 4.6question). In any event, Tenant acknowledges that Landlord’s ability to budget depends on the finality of such Statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant hereby waives timely takes any exception as provided herein, and Landlord and Tenant fail to reach a mutually satisfactory resolution thereof within thirty (30) days after Tenant has taken such exception, such matter shall be resolved by an independent third party arbitrator selected by Landlord and Tenant who is a certified public accountant from a large public accounting firm familiar with the accounting practices of comparable office buildings in downtown Chicago. If Landlord and Tenant fail to agree upon such arbitrator within thirty (30) days after their failure to resolve Tenant’s exception to the Statement, either party may request the President of the Illinois CPA Society to appoint such arbitrator who shall be appointed within thirty (30) days after such request. The costs of such arbitrator shall be assessed equally to Landlord and Tenant. The determination of such arbitrator shall be made within thirty (30) days after such arbitrator is selected, and shall be final, binding, and conclusive upon the parties. Tenant shall pay all other rights pursuant of the costs of Tenant’s accountant/auditor associated with such examination and dispute, unless it is finally determined that Tenant was overbilled with respect to applicable law Operating Expenses, Net Shared Facilities Costs or Taxes by more than five percent (5%) (considering each of the foregoing separately), in which case, Landlord shall pay the reasonable costs of Tenant’s accountant/auditor with respect to audit such records and/or Operating Expenses, Net Shared Facilities Costs or Taxes, as the case may be. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Taxes, Operating Expenses and Net Shared Facilities Costs in the amounts determined by Landlord, subject to contest the amount of Direct Expenses payable by Tenantadjustment after any such exceptions are so resolved.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty ninety (12090) 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 a component thereof the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, an independent certified public accountant or experienced auditing firm (which accountant or auditing firm (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, (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 basis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm or auditing firm in the performance of the audit], and (DC) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense recordsDirect Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is 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, and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm or auditing firm has been delivered to Landlord prior to the commencement of the audit. In connection with such audit, Tenant and Tenant’s certified public accounting firm or auditing firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s certified public accounting firm or auditing firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Landlord shall maintain detailed records respecting Taxes and Operating Expenses and determine the same in accordance with sound and generally acceptable accounting and management practices, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's payment obligation for Taxes or Operating Expenses over the entire Term is not more increased over the amount that would have been otherwise payable had no such change been implemented. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the Building by sending such notice no later than one hundred twenty forty-five (12045) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses Landlord's computation of Tenant's Prorata Share, or any other matter impacting upon Tenant's payment obligations with regard to Taxes and Operating Expenses by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. Landlord provided herein, the parties shall provide said documentation pertaining refer the matter to an accounting firm mutually designated by the parties (or if the parties cannot agree as to the relevant Excess to Tenant accounting firm within sixty thirty (6030) days after of Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth 's taking exception to such matters contained in the Statement, an independent certified public accountant designated by Landlord, subject to the criteria that: (which accountant (Ai) such accounting firm is a member of a nationally or regionally recognized certified public "Big 5" accounting firm which has previous experience in auditing financial operating records of landlords of office buildingsfirm, and (Bii) shall not already be providing primary accounting and/or lease administration services to Tenant and Landlord shall not have provided primary accounting and/or lease administration services to Tenant in had any business relationship with the past three (3) years, (C) is not working on a contingency fee basis [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 (D) shall not currently be providing (or within the previous prior two (2) years have provided) 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 similar expense recordsyears), designated and paid for by Tenant, may, after reasonable notice whose certification as to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled (based upon the Statement) by more than two percent (2%), in which event Landlord shall pay the cost of such certification. If such certification indicates that the amount actually paid by Tenant, in relation to a matter for which Tenant has taken exception pursuant to this Paragraph, exceeds the amount Tenant should have paid, then Landlord shall credit the difference against the then next due payments to be made by Tenant under this Article 3, or if the Lease has expired, such amount shall be paid for refunded to Tenant within thirty (30) days of such certification. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty ninety (12090) days after Tenant’s '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 a component thereof the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s 's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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, (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 basis [(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 (D) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense recordsDirect Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty ninety (12090) days after Tenant’s 's receipt of a Statement "Statement" (as that term is defined in Section 1.3.1. of Exhibit C) 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 a component thereof the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess information to Tenant within sixty (60) days after Tenant’s 's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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, (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 basis [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 (D) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense records), Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is 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 Statement" (as that term is defined in Section 1.3.2 of Exhibit C) and Statement, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to dispute and/or audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five seven percent (57%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with generally accepted accounting and management practices, consistently applied. Provided no uncured Default then exists, after receiving an annual Statement and giving Landlord thirty (12030) days after Tenant’s receipt prior written notice thereof, Tenant may inspect or audit Landlord's records relating to Operating Expenses for the period of a time covered by such Statement for a particular Expense Year, and provided that in accordance with the following provisions. If 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining fails to object to the calculation of the Excess set forth in the Operating Expenses on an annual Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty the Statement has been delivered to Tenant or if Tenant fails to conclude its audit or inspection within ninety (18090) days after receipt the Statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of a Statement by Tenant (Operating Expenses for the “Audit Period”), if Tenant disputes year in question and the amount calculation of the Excess Operating Expenses set forth on such Statement shall be final. Tenant's audit or inspection shall be conducted where Landlord maintains its books and records within the continental United States, shall not unreasonably interfere with the conduct of Landlord's business, and shall be conducted only during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection unless the total Operating Expenses for the period in question is determined to be in error by more than 4% in the Statementaggregate, in which case Landlord shall pay the audit cost. Tenant may not conduct an independent certified public accountant (which accountant (A) is a member of a nationally inspection or regionally recognized certified public accounting firm which has previous experience have an audit performed more than once during any calendar year. If such inspection or audit reveals that an error was made in auditing financial operating records of landlords of office buildingsthe Operating Expenses previously charged to Tenant, (B) then Landlord shall not already be providing primary accounting and/or lease administration services refund to Tenant any overpayment of such costs, or Tenant shall pay to Landlord any underpayment of such costs, as the case may be, within thirty (30) days after notification thereof. Tenant shall maintain the results of each such audit or inspection confidential and shall not have provided primary accounting and/or lease administration services be permitted to Tenant in the past three use any third party to perform such audit or inspection other than an independent firm of certified public accountants with at least ten (310) years, years of experience reviewing office building expense reconciliations: (C1) which is not working compensated on a contingency fee basis [i.e., or in any other manner which is dependent upon the results of such audit or inspection (and Tenant must be billed based on shall deliver the actual time and materials that are incurred by the certified public accounting firm in the performance fee agreement or other similar evidence of the audit]such fee agreement to Landlord upon request), and (D) shall not currently be providing (or within the previous two (2) years have provided) accounting and/or lease administration services which agrees with Landlord in writing to another tenant in maintain the Building and/or the Project in connection with a review or audit by such other tenant of similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost results of such audit or inspection confidential. Nothing in this section shall be paid for by Landlord. Tenant hereby acknowledges that construed to limit, suspend, or xxxxx Tenant’s sole right 's obligation to audit Landlord’s records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6pay Rent when due, and Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantincluding Additional Rent.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty thirty (12030) days after Tenant’s 's receipt of a Statement "Statement" for a particular "Expense Year" (as such terms are defined in Sections 1.3.1 and 1.1.3, respectively, of Exhibit C attached to this Lease), 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the connection with Direct Expenses included within such Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess information to Tenant within sixty (60) days after Tenant’s 's written request therefor. Within one hundred eighty ninety (18090) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, an independent certified public accountant DOCPROPERTY "Document number" 4879-3072-0534. DOCPROPERTY "Document version" 3 DOCPROPERTY "Client" 391132. DOCPROPERTY "Matter" 00001/ SAVEDATE \@ M-d-yy U48er IniP/ DOCPROPERTY "User Init" jll/ DOCPROPERTY "Typist Init" jll -7- DOCPROPERTY "Footer Notes" THE BEACON[Palisade Bio, Inc.] (which accountant (A) is a member of a nationally or regionally recognized certified public accounting firm which has previous experience in auditing reviewing financial operating records of landlords of office comparable commercial 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 basis [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 (D) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense records), Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is not then in default under this Lease (beyond the any applicable notice and cure periods provided under this Leaseperiods), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an the audit of the aforementioned Landlord Landlord's records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to dispute and/or audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty ninety (12090) days after Tenant’s '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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s 's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [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 (DC) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's office at the Project, or Landlord's corporate offices in San Francisco, California or Los AngelesDiego, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for promptly by Landlord. If such audit reveals that Landlord has overcharged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse Tenant the amount of such overcharge. Conversely, if the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse Landlord the amount of such undercharge. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt of a Statement for a particular Expense YearLandlord shall maintain records respecting Project Operating Costs and determine the same in accordance with sound accounting and management practices, and provided that consistently applied. Provided Tenant is not then in default under this Lease beyond Default, Tenant or its representative experienced in auditing such records (which may not be an accountant or other consultant compensated on a contingency basis) shall have the applicable right to examine such records (which shall in no event include any other tenants’ leases or Landlord’s tax returns or financial statements) upon reasonable prior notice (except that no such examination may occur during the months of December or April or during Landlord’s fiscal year end, if other than December 31) specifying which records Tenant desires to examine, during normal business hours at a time mutually agreed upon by Landlord and cure period provided in this LeaseTenant and at the place or places where such records are normally kept, specifically including, but not limited to, the timely payment of Additional Rent (whether or not a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with by sending such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within notice no later than sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (following the “Audit Period”), if Tenant disputes the amount furnishing of the Excess set forth in Statement. Notwithstanding the Statement, 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, (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 basis [i.e.foregoing, Tenant must be billed based on shall only have the actual right to review Landlord’s records one (1) time during any twelve (12) month period and materials that are incurred by the certified public accounting firm in the performance of the audit], and (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, may audit Landlord’s records with respect to the Excess set forth any given calendar year only once. Tenant may take exception to matters included in the Statement at Project Operating Costs or Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is not then in default under this Lease (beyond computation of Tenant’s Proportionate Share by sending notice specifying such exception and 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, and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered reasons therefor to Landlord prior to the commencement of the audit. In connection with such audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report (including any reports prepared by Tenant’s certified public accounting firm shall be delivered concurrently to representative and any accompanying data) no later than thirty (30) days after Landlord and Tenant within the Audit Period. Tenant’s failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of makes such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statementrecords available for examination. If after such auditTenant takes exception to any matter contained in the Statement as provided herein, Tenant still disputes such Excess, an audit Landlord shall refer the matter to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and of Landlord’s choice, subject to Tenant’s reasonable approval; provided , whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification, including, without limitation, any reasonable attorneys’ fees incurred by Landlord in connection therewith, unless such certification determines that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year Project Operating Costs were overstated by more than five percent (5%)) in the aggregate for the applicable year, then the cost of the Accountant and in which event Landlord shall pay the cost of such certification. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Cost Allocation in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant acknowledges that any information gathered through an audit is strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial and legal consultants. The Statement shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right considered final, except as to audit Landlord’s records matters to which exception is taken in the manner and to contest within 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenanttimes specified herein.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty (1201) days year after Tenant’s 's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease with respect to the payment of Base Rent and/or Direct Expenses 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 a component thereof is the subject of the audit contemplated herein)periods, Landlord shall furnish Tenant with such all reasonable supporting documentation in Landlord’s possession and control pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty thirty (6030) days after Tenant’s 's written request therefor. Within one hundred eighty (1801) days year after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess set forth in the Statement, an independent certified public accountant (which accountant (A) is a member employee of a nationally Tenant with appropriate experience and financial responsibility within Tenant’s business or regionally recognized an independent, certified public accounting firm which has previous experience or other qualified financial consultant designated and reasonably approved by Landlord and paid for by Tenant (but in auditing financial operating records of landlords of office buildingsany event, (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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense recordsbasis), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is not then in default with respect to the payment of Base Rent and/or Direct Expenses 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 the case may be (provided that Tenant may pay such amounts under protest). Tenant shall also have the right to review and (iii) a copy dispute Direct Expenses for each Base Year in connection with Tenant’s review of any Expense Year after the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to applicable Base Year, but in no event later than the commencement of deadline for reviewing the audit2021 Expense Year. In connection with such auditinspection, Tenant and Tenant’s certified public accounting firm 's agents must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 's failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant who has not represented Landlord or Tenant or any of their affiliates in the preceding five (5) years (the “"Accountant”") selected by Landlord and subject to Tenant’s 's reasonable approval, and such determination by the Accountant shall be binding on Landlord and Tenant; provided that if such audit the final determination ( as agreed upon by the Accountant parties or as determined by the Accountant) proves that the Direct Expenses in the subject Expense Year were overstated by more than five three percent (53%), then the cost of the Accountant and the cost of such audit audit, in an amount not to exceed Ten Thousand and 00/100 Dollars ($10,000.00), shall be paid for by Landlord. If such final determination reflects that Tenant has overpaid the Excess for the period in question, then Landlord shall credit such Excess to Tenant’s next payment of Base Rent and Direct Expenses. If such final determination reflects that Tenant has underpaid the Excess, Tenant shall promptly pay such additional Excess to Landlord within thirty (30) days after such determination. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 Law to audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.. ARTICLE 5

Landlord’s Records. Upon Tenant’s written request given Provided Tenant is not in Default, Tenant or its agent experienced in auditing such records (which may not be compensated on a contingency basis) will, not more than one hundred twenty (1201) 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 time during any twelve (12) month period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining respect to the calculation immediately preceding calendar year only, have the right to examine Landlord’s records respecting Operating Costs and Taxes (which will not in any event include any materials containing confidential, privileged or proprietary communications or information, other tenants’ leases, Landlord’s tax returns or financial statements or any other records of Landlord) upon reasonable prior notice (except that no such examination may occur during the Excess set forth in months of December or April or during Landlord’s fiscal year end, if other than December 31) specifying which records Tenant desires to examine, during normal business hours at the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within place or places where such records are normally kept, by sending such notice no later than sixty (60) days after following the furnishing of the Statement. Tenant may take exception to matters included in Tenant’s written request therefor. Within one hundred eighty Cost Allocation by sending notice specifying such exception and the reasons therefor to Landlord (180including any reports prepared by Xxxxxx’s representative and any accompanying data) no later than thirty (30) days after receipt of a Statement by Landlord makes such records available for examination. If Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth takes exception to any matter contained in the StatementStatement as provided herein and Landlord and Tenant disagree as to the exception following reasonable good faith discussions, Tenant and/or Landlord may refer the matter to an independent certified public accountant (which accountant (A) who is not paid on a contingency fee basis and 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) jointly approved by Landlord and Tenant (which approval will not be unreasonably withheld), (B) shall not already whose certification as to the proper amount will be providing primary accounting and/or lease administration services to final and conclusive as between Landlord and Tenant. Tenant and shall not have provided primary accounting and/or lease administration services to Tenant will promptly pay the cost of such certification, including, without limitation, any reasonable fees incurred by Landlord in connection therewith. Pending resolution of any such exceptions in the past three (3) years, (C) is not working on a contingency fee basis [i.e.foregoing manner, Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm will continue paying Tenant’s Cost Allocation in the performance of amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant acknowledges that any information gathered through an audit is strictly confidential and will not disclose such confidential information to any person or entity other than Tenant’s financial and legal consultants. The Statement will be considered final, except as to matters to which exception is taken in the audit], manner and (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect times specified herein. Notwithstanding anything to the Excess set forth in the Statement at Landlord’s corporate offices in San Franciscocontrary contained hereinabove, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the any audit 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 audit, Tenant and Tenantreport prepared by Xxxxxx’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s certified public accounting firm shall will be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with generally accepted accounting principles, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's obligations are not more adversely affected. Tenant or its representative shall have the right to examine such records, including records for the Base Year, upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept (provided that such records shall be kept in, or made available for Tenant's review in, Chicago, Illinois) by sending such notice no later than one hundred twenty ninety (12090) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord within thirty (30) days after Tenant’s receipt Tenant completes its audit, but in no event later than ninety (90) days after Landlord furnishes the Statement. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. provided herein, Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized certified public accounting firm designated by Landlord, 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 firm shall not have provided primary accounting and/or lease administration services to Tenant in prepared the past three (3) years, (C) is not working on a contingency fee basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered whose certification as to Landlord prior to the commencement of the audit. In connection with such audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled by more than three percent (3%), in which event Landlord shall pay the cost of such certification. If such certification indicates that the amount actually paid by Tenant, in relation to a matter for which Tenant has taken exception pursuant to this Paragraph, exceeds the amount Tenant should have paid, then Landlord shall credit the difference against the then next due payments to be made by Tenant under this Article 3, or if the Lease has expired, such amount shall be paid for refunded to Tenant within thirty (30) days of such certification. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. In the event that a tenant of the Building other than Tenant hereby acknowledges that Tenant’s sole right to performs an audit of Landlord’s 's books and records and to contest the amount regarding such tenant's prorata share of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6Taxes or Operating Expenses, and Tenant hereby waives any such audit reveals that Landlord made an error in the computation of an item of Taxes or Operating Expenses, and all other rights pursuant to applicable law to audit provided that (1) such records and/or to contest error was not de minimis, and (2) tenants of the amount Building, including Tenant, pay their Prorata Share of Direct the item of Taxes or Operating Expenses payable by that is the subject of such error on the same basis as the tenant that performed the audit, then Landlord shall adjust Tenant's Prorata Share of such item in the same manner as adjusted for the tenant that performed the audit, whether increased or decreased.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty six (1206) days months after Tenant’s '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 a component thereof the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty thirty (6030) days after Tenant’s 's written request therefor. Within one hundred eighty ninety (18090) days after receipt of a Statement by Tenant said documentation from Landlord (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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) 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to Direct Expenses for the Excess set forth Expense Year in the Statement question at Landlord’s 's corporate offices in San Francisco, California or Los AngelesDiego, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within as soon as reasonably practicable following the Audit Periodcompletion thereof. Tenant’s 's failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such Tenant’s audit shall be paid for by LandlordLandlord and such payment by Landlord shall not be subject to reimbursement by Tenant through Direct Expenses or otherwise. In the event that such audit reveals an overstatement of any amount, Landlord shall promptly remit such amount to Tenant, plus interest; provided that, for purposes of calculating the amount due to Tenant under this sentence, the amount of the overstatement shall bear interest at a rate per annum equal to twelve percent (12%), commencing from the date on which the results of such audit are provided to Landlord in writing. 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 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty eighty (120180) days after Tenant’s '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 a component thereof the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty thirty (6030) days after Tenant’s 's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, an independent certified public accountant ("Tenant's Accountant") (which accountant Tenant's 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, (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 basis [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 (DC) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense recordsDirect Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in Statement (the Statement "Independent Review") at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), and (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (iii) a copy of the audit 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 auditIndependent Review, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and 's Accountant shall execute a commercially reasonable confidentiality agreement regarding such auditIndependent Review. Any audit report prepared by Tenant’s certified public accounting firm 's Accountant shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If within sixty (60) days after such auditTenant submits the results of the Independent Review to Landlord, Tenant still disputes such Excessthe parties have not agreed to the appropriate adjustments to Direct Expenses, then the parties shall engage a mutually and reasonably acceptable independent certified public accountant with at least ten (10) years' experience in commercial real estate accounting in San Francisco area (the "Accountant"). The Accountant shall perform an audit to determine the proper amount shall be madeamount, at Tenant’s '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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit audits shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty ninety (12090) 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 a component thereof the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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, (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 basis [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 (D) shall not currently be then-providing (or within the previous two (2) years have provided) 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 similar expense recordsDirect Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant ii)Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s certified public accounting firm shall be delivered XXXXXX REALTY THE CAMPUS AT SORRENTO GATEWAY 702009.06/WLA -28- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.] concurrently to Landlord and Tenant within the Audit Period. Tenant’s failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty (120) days after Tenant’s Xxxxxx's receipt of a Statement for a particular Expense Year, and provided that Tenant no Event of Default is not then in default occurring 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably requestrequest in connection with the calculation of Direct Expenses as set forth in such Statement (to the extent Landlord has such supporting documentation readily available, and to the extent such supporting documentation is reasonably required to substantiate Direct Expenses charged to Tenant). Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s Xxxxxx's written request therefor. Within one hundred eighty twenty (180120) days after Xxxxxx's receipt of a Statement by Tenant for a particular Expense Year (the “"Audit Period”"; provided that if and to the extent Landlord fails to deliver supporting documentation within the sixty (60) day period described above, the expiration of the Audit Period will be delayed on a day for day basis for each such day of delay in Landlord's delivery of such supporting documentation), if Tenant disputes the amount calculation of the Excess Direct Expenses set forth in the such Statement, an independent certified public accountant designated and paid for by Tenant ("Tenant's Accountant"), may after reasonable notice to Landlord and at reasonable times, audit Landlord's records (the "Tenant Review") with respect to the Statement. In no event shall Tenant have the right to conduct such Tenant Review if (i) a monetary Event of Default is then occurring under this Lease, including, without limitation, the payment by Tenant of all Additional Rent amounts described in the Statement, which accountant is the subject of Tenant's Review, which payment, at Tenant's election, may be made under dispute, and (ii) a copy of the audit agreement between Xxxxxx and Xxxxxx's Accountant has not been delivered to Landlord prior to the commencement of the audit. Tenant's Accountant must (A) is be 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, (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 retained on a contingency fee basis [(i.e., Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm Tenant's Accountant in the performance of the audit]), and (DC) shall not currently be providing (or within the previous two twenty-four (224) years have provided) month period 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 similar expense Direct Expenses. Any Tenant Review shall take place in Landlord's office at the Project or at such other location in the city of San Francisco as Landlord may reasonably designate, and Landlord will provide Tenant with reasonable access to personnel as is reasonably necessary for the Tenant Review, reasonable accommodations for such Tenant Review and reasonable use of such available office equipment. Landlord will provide secured electronic access to books and records), designated if and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that extent practicable. Tenant shall provide Landlord with not less than thirty (i30) days' notice of its desire to conduct such Tenant is 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, and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the auditReview. In connection with such auditTenant Review, Tenant and Tenant’s certified public accounting firm Xxxxxx's Accountant must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord recordsrecords that do not adversely affect the ability of Tenant's Accountant to perform the audit in a reasonable manner, and shall execute a commercially reasonable confidentiality agreement regarding such auditthe Tenant Review. Any audit report prepared by Tenant’s certified public accounting firm Xxxxxx's Accountant shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, an audit to determine the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant (the “"Neutral Accountant”") mutually selected by Landlord and subject to Tenant that has not previously represented Landlord or Tenant’s reasonable approval; provided that if such audit by the Neutral Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Neutral Accountant and the out-of-pocket cost of such audit Xxxxxx's Accountant shall be paid for by Landlord. If Landlord and Tenant hereby acknowledges cannot agree upon and appoint a Neutral Accountant within thirty (30) days of Tenant's submittal of an audit report to Landlord, then Landlord or Tenant may apply to the Presiding Judge of the Los Angeles County Superior Court to appoint a Neutral Accountant in accordance with the criteria herein. If the resolution of the parties' dispute with regard to the Additional Rent shown on the Statement (as determined by Tenant Review and accepted by Landlord, or as determined by the Neutral Accountant, if applicable) reveals an error in the calculation of Xxxxxx'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; provided that if Landlord fails to make such payment within such time period, 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. Subject to the terms of Section 4.6.2, below, this provision shall survive the termination of this Lease to allow the parties to enforce their respective rights hereunder. Tenant’s 's failure to audit the Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement; provided, however, that, that in no event shall the foregoing constitute a waiver by Tenant to pursue any fraud claims against Landlord pertaining to Direct Expenses to the extent allowable under Applicable Laws. Additionally, if following Xxxxxx's delivery to Landlord of a written request for a Tenant Review, Landlord fails to make its accounting records for the applicable Expense Year reasonably available for such purpose in accordance with the terms of Section 4.6.1 above, then the Audit Period shall be extended one (1) day for each day that Tenant and/or Tenant's Auditor, as the case may be, is so prevented from accessing such accounting records. In no event shall the payment by Tenant of any Direct Expense payment, or any amount on account thereof, preclude Tenant from exercising its rights under this Section 4.6. Xxxxxx's sole right to audit Landlord’s Xxxxxxxx's records and to contest the amount of Direct Expenses payable by Tenant with respect to any Expense Year shall be as expressly set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law Applicable Laws to audit such records and/or to contest the amount of Direct Expenses payable by Tenantwith respect to any Expense Year.

Landlord’s Records. Upon Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's obligations are not more materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records, are normally kept by sending such notice no later than one hundred twenty forty-five (12045) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records In the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably requestprovided herein. Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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 buildingsaccountant, (B) shall not already be providing primary accounting and/or lease administration services whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled by more than 2%, Pending resolution of any such exceptions In the foregoing manner, Tenant shall be paid for continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish maintain records respecting Project Operating Costs and determine the same in accordance with sound accounting and management practices, consistently applied. Tenant with or its representative shall have the right to examine such records upon reasonable supporting documentation pertaining prior notice specifying which records Tenant desires to examine, during normal business hours at the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within place or places where such records are normally kept, by sending such notice no later than sixty (60) days after Tenantfollowing the furnishing of the Statement. Tenant may take exception to matters included in Project Operating Costs or Landlord’s written request therefor. Within one hundred eighty computation of Xxxxxx’s Proportionate Share by sending notice specifying such exception and the reasons therefor to Landlord no later than forty-five (18045) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth Landlord makes such records available for examination. If Xxxxxx takes exception to any matter contained in the StatementStatement as provided herein, Landlord and Tenant shall refer the matter to an independent certified public accountant with no current or past business ties to either of Landlord or Tenant (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, (B) shall not already be providing primary accounting and/or lease administration services to Tenant unless otherwise accepted by Landlord 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense recordsTenant), designated and paid for by Tenant, may, after reasonable notice whose certification as to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be madefinal and conclusive as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification, at Tenant’s expenseincluding, by an independent certified public accountant (the “Accountant”) selected without limitation, any reasonable attorneys’ fees incurred by Landlord and subject to Tenant’s reasonable approval; provided in connection therewith, unless such certification determines that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated Tenant was overbilled by more than five percent (5%)) in the aggregate for the applicable year, then the cost of the Accountant and in which event Landlord shall pay the cost of such certification, including, without limitation, any reasonable attorneys’ fees incurred by Tenant in connection therewith, not to exceed $1,500.00. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Cost Allocation in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant acknowledges that any information gathered through an audit is strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial and legal consultants. The Statement shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right considered final, except as to audit Landlord’s records matters to which exception is taken in the manner and to contest within 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenanttimes specified herein.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. This Lease contemplates the computation of Taxes and Operating Expenses on a Statement for full accrual basis. Landlord reserves the right to change to a particular Expense Yearcash system of accounting and, 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 a component thereof is the subject of the audit contemplated herein)such event, Landlord shall furnish make reasonable and appropriate accrual adjustments to ensure that each calendar year, includes substantially the same recurring items. Tenant with or its representative shall have the right to examine such records upon reasonable supporting documentation pertaining prior notice specifying such records Tenant desires to examine, during normal business hours at the calculation place or places where such records are normally kept by sending such notice no later than ninety (90) days following the furnishing of the Excess set forth in the Statement as Statement. Tenant may reasonably request. take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefore to Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within no later than sixty (60) days after Tenant’s written request thereforLandlord makes such records available for examination. Within one hundred eighty (180) days Such Statement shall be considered final, except as to matters to which exception is taken after receipt examination of a Statement by Landlord's records in the foregoing manner and within the foregoing times. Tenant (acknowledges that Landlord's ability to budget and incur expenses depends on the “Audit Period”)finality of such Statement, if Tenant disputes the amount and accordingly agrees that time is of the Excess set forth essence of this Section. If Tenant takes exception to any matter contained in such records as provided herein, Landlord shall refer the Statement, matter to 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, (B) shall not already be providing primary accounting and/or lease administration services reasonably acceptable 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice whose certification as to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled by more than three percent (3%). Landlord shall be paid promptly reimburse Tenant for any amount so overbilled together with interest at the Default Rate on such overbilled amount from the last day of the period examined. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt of a Statement for a particular Expense YearLandlord shall maintain records respecting Operating Expenses and determine the same in accordance with sound accounting and management practices, and provided that Tenant is not then in default under consistently applied. Although this Lease beyond contemplates the applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment computation of Additional Rent (whether or not Operating Expenses on a component thereof is the subject of the audit contemplated herein)cash basis, Landlord shall furnish make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant's obligations are not materially adversely affected. Tenant with or its representative shall have the right to examine such records upon reasonable supporting documentation pertaining prior notice specifying such records Tenant desires to examine, during normal business hours at the calculation place or places where such records are normally kept by sending such notice no later than sixty (60) days following the furnishing of the Excess set forth in the Statement as Statement. Tenant may reasonably request. take exception to matters included in Operating Expenses, or Landlord's computation of Tenant's Prorata Share, by sending notice specifying such exception and the reasons therefore to Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within no later than sixty (60) days after Tenant’s written request thereforLandlord makes such records available for examination. Within one hundred eighty (180) days Such Statement shall be considered final, except as to matters to which exception is taken after receipt examination of a Statement by Landlord's records in the foregoing manner and within the foregoing times. Tenant (acknowledges that Landlord's ability to budget and incur expenses depend on the “Audit Period”)finality of such Statement, if Tenant disputes the amount and accordingly agrees that time is of the Excess set forth essence of this Paragraph. If Tenant takes exception to any matter contained in the StatementStatement as provided herein, Landlord shall refer the matter to 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, (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 basis [i.e., Tenant must be billed based on the actual time and materials that are incurred mutually agreed upon by the certified public accounting firm in the performance of the audit], and (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right such accountant having no prior affiliation with Tenant or ability Landlord whose certification as to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled by more than 3%, in which event Landlord shall be paid for pay the cost of such certification. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Prorata Share of Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty (120) days after Tenant’s '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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s 's one-time written request therefor. Within one hundred eighty (180) days after the later of (x) Tenant's receipt of a Statement by Tenant for a particular Expense Year and (y) Tenant's receipt of the documentation pursuant to the immediately preceding sentence following Tenant's one-time request therefor (the “"Audit Period”"), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [(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 (D) shall not currently be providing (or within the previous two past three (23) years have provided) provided 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 similar Landlord's expense recordsrecords with respect to the Building and/or the Project). If such accountant has a question about whether a particular tenant occupies the Building and/or the Project in connection with the limitation contained in the foregoing item (y)(D), then at Tenant's request Landlord shall reasonably cooperate, at no cost to Landlord, to confirm whether the particular tenant has leased space in the Building and/or the Project during the applicable time period. Such accountant shall be designated and paid for by Tenant, . Such accountant may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices located in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the audit; provided that Tenant may redact such provisions of the audit agreement which are not reasonably required for Landlord to confirm that the engagement of the certified public accountant is on a non-contingency fee basis. In connection with such audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Landlord currently does not have rules and procedures regarding tenant audits. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five six percent (56%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 Laws to audit such records and/or to contest the amount of Direct Expenses payable by Tenant. If after receiving the results of its audit, Landlord still disputes the results of Tenant's audit or Tenant disputes the results of the Landlord's Accountant's audit, then Landlord and Tenant shall work in good faith to resolve such dispute within thirty (30) days following Landlord's delivery of the results of Landlord's audit to Tenant (the "Resolution Period"). Any dispute arising under this Section 4.6 which is not resolved during the Resolution Period shall be determined by arbitration in accordance with the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services ("JAMS"), as amended from time to time. Notwithstanding any JAMS rules to the contrary, the arbitration shall be conducted by a single arbitrator, who shall by profession be a certified public accountant who shall have been active over the ten (10) year period ending on the date of such appointment with accounting and auditing experience with respect to first class institutionally owned office properties in the city of San Francisco. The arbitrator shall not have the power, jurisdiction or authority to commit errors of law. The arbitrator's decision will be final and binding, will not be subject to appeal, and may be entered as a final judgment in any court of competent jurisdiction; provided, however, that the decision may be vacated or corrected pursuant to California Code of Civil Procedure Sections 1286.2 or 1286.6, including on the grounds that the arbitrator exceeded his or her authority by committing an error of law. All such arbitration proceedings shall be confidential, and neither the parties nor the arbitrator may disclose the content or results of any arbitration pursuant to this Section 4.6 without the written consent of all parties to the dispute, except as necessary to confirm, vacate or enforce the arbitrator's award. The cost of any arbitration pursuant to this Section 4.6 shall be paid by Landlord and Tenant equally, except that the arbitrator may award costs, including without limitation, attorneys' and experts' fees, as determined by the arbitrator in the arbitrator's discretion.

Landlord’s Records. Landlord shall maintain books and records of Direct Expenses at Landlord's, or Landlord's property manager's, office in San Diego, California. Upon Tenant’s 's written request given not more than one hundred twenty six (1206) days months after Tenant’s '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 a component thereof the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within thirty (30) days after Tenant's written request therefor. Within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant said documentation from Landlord (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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) 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, except as provided below (the “Tenant Accountant”), may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to Direct Expenses for the Excess set forth Expense Year in the Statement question at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is 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, and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered certifies to Landlord that such auditor is not being paid on a contingency basis prior to the commencement of the audit. In connection with such audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within as soon as reasonably practicable following the Audit Periodcompletion thereof. Tenant’s 's failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by LandlordLandlord and such payment by Landlord shall not be subject to reimbursement by Tenant through Direct Expenses or otherwise. Following such determination by the Tenant Accountant, Landlord or Tenant, as appropriate, shall pay to the other the amount shown owing by the Tenant Accountant. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty ninety (12090) days after Tenant’s '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 a component thereof the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s 's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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, (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 basis [(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 (D) shall not not, to the actual then current knowledge of Tenant, then currently be providing (or within the previous two (2) years have provided) 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 similar expense recordsDirect Expenses (it being understood that Tenant shall have no independent duty of inquiry to identify any parties then providing such accounting and/or lease administration services to such other tenants)), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is 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, and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the audit, provided that Tenant may redact any confidential or proprietary information from such agreement before delivering it to Landlord. In connection with such audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any Tenant shall use commercially reasonable efforts to cause any audit report prepared by Tenant’s 's certified public accounting firm shall (“Tenant’s Accountant”) to be delivered substantially concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five percent (5%)[***], then the commercially reasonable cost of the Accountant and the cost of in connection with such audit shall be paid for by Landlord and Tenant shall be reimbursed for the commercially reasonable fees cost of the Tenant Accountant. If the audit and review process described above results in a determination that Tenant has overpaid obligations for a preceding period, the amount of such overpayment (plus interest at the Interest Rate) shall be credited against Tenant’s subsequent installment obligations to pay Additional Rent or, if this Lease has terminated or expired, paid in lawful money to Tenant within thirty (30) days after the determination of overpayment is delivered to Landlord. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment (plus interest at the Interest Rate) shall be paid by Tenant to Landlord with the next succeeding installment obligation of Additional Rent or, if this Lease has terminated or expired, in lawful money within thirty (30) days after the determination of underpayment is delivered to Tenant. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty ninety (12090) days after Tenant’s '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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s 's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [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 (D) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Landlord shall maintain during the Term complete and accurate books of account and records in accordance with sound real estate management and accounting practices as are reasonably necessary to properly audit Direct Expenses. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt of a Statement for a particular Expense Yearfiscal year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this LeaseDefault, specifically including, but not limited to, the timely payment of Additional Rent (whether or not a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess Direct Expenses payable by Tenant as set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess Direct Expenses to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty sixty (18060) days after receipt Landlord’s delivery of a Statement by Tenant all of such supporting documentation (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses payable by Tenant set forth in the Statement, 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, (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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, Tenant may retain an independent certified public accountant to conduct an audit at Landlord’s office of Landlord’s records with respect to the Excess Direct Expenses payable by Tenant set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, CaliforniaStatement, provided that (i) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease)Default, (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the audit. Any such accountant shall (A) be 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, (B) 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) not be working on a contingency fee basis [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 (D) not currently be providing accounting and/or lease administration services to another tenant of the Complex in connection with a review or audit by such other tenant of similar expense records). In connection with such audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess Direct Expenses payable by Tenant set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excessthe Direct Expenses payable by Tenant, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6Paragraph 5(i), and Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenant. If Landlord's Statement is ultimately determined to be in error, within thirty (30) days after such determination, Landlord will reimburse to Tenant, or Tenant will pay to Landlord, any amount which may be determined to have been due as a result of the Accountant’s audit; additionally, if Landlord is determined to have overcharged Tenant for Direct Expenses by five percent (5%) or more, Landlord shall reimburse Tenant within thirty (30) days following such determination for the reasonable cost of the Accountant (which cost may not be included as a Direct Expense).

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish maintain records respecting Project Operating Costs and determine the same in accordance with sound accounting and management practices, consistently applied. Tenant with or its authorized representative experienced in auditing such records (which may not be an accountant or other consultant compensated on a contingency basis) shall have the right to examine such records (which shall in no event include any other tenants’ leases or Landlord’s tax returns or financial statements) upon reasonable supporting documentation pertaining prior notice (except that no such examination may occur during the months of December or April or during Landlord’s fiscal year end, if other than December 31) by specifying the category of Project Operating Costs which records Tenant desires to examine, during normal business hours at a time mutually agreed upon by Landlord and Tenant and at the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within place or places where such records are normally kept, by sending such notice no later than sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (following the “Audit Period”), if Tenant disputes the amount furnishing of the Excess set forth in Statement. Notwithstanding the Statement, 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, (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 basis [i.e.foregoing, Tenant must be billed based on shall only have the actual right to review Landlord’s records one (1) time during any twelve (12) month period and materials that are incurred by the certified public accounting firm in the performance of the audit], and (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, may audit Landlord’s records with respect to the Excess set forth any given calendar year only once. Tenant may take exception to matters included in the Statement at Project Operating Costs or Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is not then in default under this Lease (beyond computation of Tenant’s Proportionate Share by sending notice specifying such exception and 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, and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered reasons therefor to Landlord prior to the commencement of the audit. In connection with such audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report (including any reports prepared by Tenant’s certified public accounting firm shall be delivered concurrently to representative and any accompanying data) no later than forty-five (45) days after Landlord and Tenant within the Audit Period. Tenant’s failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of makes such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statementrecords available for examination. If after such auditTenant takes exception to any matter contained in the Statement as provided herein, Tenant still disputes such Excess, an audit Landlord shall refer the matter to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and of Landlord’s choice, subject to Tenant’s reasonable approval; provided , whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. If such certification determines that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year Project Operating Costs were overstated by more less than five percent (5%)) for the applicable year, then the cost of the Accountant and Tenant shall promptly pay the cost of such certification. If such certification determines that Project Operating Costs were overstated by five percent (5%) or more for the applicable year, then Landlord shall pay the cost of such certification. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Cost Allocation in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant acknowledges that any information gathered through an audit is strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial and legal consultants, or in connection with any proceeding contemplated by this Lease, or in accordance with Law. The Statement shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right considered final, except as to audit Landlord’s records matters to which exception is taken in the manner and to contest within 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenanttimes specified herein.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt The Landlord shall keep proper and sufficient records and accounts of a Statement for a particular Expense Year, and provided all Pass-Through Expenses. Provided that Tenant is not then in default under this Lease beyond and provided further that the applicable notice and cure period provided in Tenant strictly complies with the provisions of this Leaseparagraph, specifically including, but not limited to, the timely payment of Additional Rent (whether or not a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining review any portion of such records and accounts with respect to the relevant Excess any statement of Tenant's Actual Proportionate Share given to Tenant by Landlord pursuant to Paragraph 4.E above (a "Statement") that Tenant claims is incorrect, In order for Tenant to exercise its right under his paragraph, Tenant shall, within sixty thirty (6030) days after any Statement is sent to Tenant, deliver a written notice to Landlord specifying the portions of that Statement claimed by Tenant to be incorrect, specifying the date upon which Tenant desires to schedule such review, which date shall be not earlier than fifteen (15) days after Tenant’s 's written request therefornotice is given to Landlord and which date shall be on a business day (Monday through Friday) during normal business hours (9:00 A.M. to 5:00 P.M.). Within one hundred eighty (180) days after receipt of a Statement Tenant shall, simultaneously with giving such notice to Landlord, pay Landlord all amounts claimed by Landlord to be due from Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth as specified in the Statement. In no event shall Tenant be entitled to withhold, an independent certified public accountant deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (which accountant (Aincluding, without limitation. Tenant's obligation to pay any Basic Rent, Tenant's Anticipated Proportionate Share and the difference between Tenant's Actual Proportionate Share less the sums paid by Tenant as its Anticipated Proportionate Share) is a member pending the completion of a nationally or regionally recognized certified public 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 basis [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 regardless of the audit]results of any review of such records and accounts. Tenant's rights of review may only be, exercised once for any Statement, and (D) shall not currently be providing (or within if Tenant fails to meet any of the previous two (2) years have provided) accounting and/or lease administration services conditions set forth herein as a prerequisite to another tenant in the Building and/or exercise of such tight, the Project in connection with a review or audit by such other tenant right of similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records Tenant under this paragraph with respect to such Statement shall be deemed waived. Any review of records and accounts pursuant to this paragraph shall be the Excess set forth office or offices of the Landlord where such records and accounts are maintained, and such review shall be conducted at Tenant's sole expense by an independent firm of certified public accountants, Tenant acknowledges and agrees that the accounts and records reviewed pursuant to this paragraph constitute confidential information of Landlord and neither Tenant, Tenant's accountants, nor any other agent or representative of Tenant or its accountants, shall disclose any information received or obtained in the Statement at Landlord’s corporate offices in San Franciscocourse of such review to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review The disclosure of arty such information to any other person shall constitute a material breach of this Lease, California or Los Angeles, California, Any such review must be completed not later than six (6) months after delivery to the Tenant of the subject Statement. Any errors disclosed by the review pursuant to this paragraph shall be promptly corrected provided that (i) Tenant is not then in default under this Lease (beyond Landlord shall have the applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required right to cause another review of the records to be paid under the applicable Estimate Statement and Statement, and (iii) a copy made by an independent firm of the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the auditaccountants. In connection with such auditthe event of a disagreement between the two accounting firms, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s certified public accounting firm shall be delivered concurrently to Landlord and Tenant within review that discloses the Audit Period. Tenant’s failure to audit the least amount of deviation from the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval correct. In the event the results of such Statement and Tenantthe review, thereaftertaking into account, waives if applicable, the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected results of any additional review by Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses as described in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.immediately

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Throughout the 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 a component thereof is the subject of the audit contemplated herein)Term, Landlord shall furnish Tenant maintain books and records with such reasonable supporting documentation pertaining respect to the calculation of the Excess set forth Direct Expenses in the Statement as Tenant may reasonably requestaccordance with generally accepted real estate accounting and management practices, consistently applied. Landlord shall provide said documentation pertaining maintain for a period of at least three (3) years following the end of the Expense Year to which they pertain, the relevant Excess books and records relating to Tenant within sixty (60) days after Tenant’s written request thereforall Direct Expenses for such Expense Year. Within one hundred eighty (1801) days year after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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) 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 basis [(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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiathe Comparable Area (as that term is defined in Exhibit F attached hereto), provided that (i) Tenant is not then in monetary or material non-monetary default under this Lease (beyond the applicable notice and cure periods provided under this Lease), and (ii) Tenant ii)Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and Statement (iii) a copy of but Tenant shall be deemed to have paid the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the auditsame "under protest"). In connection with such audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement; provided, however, if Landlord revises a Statement after delivering the same to Tenant, then Tenant shall continue to have the right to dispute such revisions for a period of one hundred eighty (180) days after Landlord delivers such revised Statement to Tenant. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five three percent (53%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty ninety (12090) days after Tenant’s '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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty thirty (6030) days after Tenant’s 's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes shall have the amount of the Excess set forth in the Statementright, 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, (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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, mayAudit Period, after reasonable notice to Landlord and at reasonable times, to cause an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the "Accountant") to complete an audit of Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is 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 StatementStatement (however, Tenant may pay such amounts under protest), and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the audit. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms or other national or regional accounting firm, which is not paid on a contingency basis and which is selected by Tenant and reasonably approved by Landlord. In connection with such audit, Tenant and Tenant’s certified public accounting firm the Accountant must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s certified public accounting firm the Accountant shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess any Expenses set forth in any a Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such auditaudit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant still disputes shall reimburse to Landlord the amount of such Excess, an under-charge. Tenant agrees to pay the cost of such audit to determine unless it is subsequently determined that Landlord's original Statement which was the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject of such audit was in error to Tenant’s reasonable approval; provided that if such audit 's disadvantage by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost ) or more of the total Operating Expenses which was the subject of such audit. The payment by Tenant of any amounts pursuant to this Section 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Audit Period, but the failure of Tenant to object thereto and commence its inspection and have the Accountant commence the audit as described above prior to the expiration of the Audit Period shall be conclusively deemed Tenant's approval of the Statement in question and the cost amount of such audit shall be paid for by LandlordDirect Expenses shown thereon. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Landlord shall maintain records respecting Operating Expenses and determine the same in accordance with generally accepted accounting and management practices, consistently applied. Although this Lease contemplates the computation of Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's obligations are not more materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept, by sending such notice no later than one hundred forty-five (45) days following the furnishing of the Statement. Tenant may take exception to matters included in Operating Expenses, or Landlord's computation of Tenant's Pro Rata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than twenty (12020) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. provided herein, Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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 buildingsaccountant, (B) shall not already be providing primary accounting and/or lease administration services whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled by more than two percent (2%). Pending resolution of any such exceptions in the foregoing manner, Tenant shall be paid for continue paying Tenant's Pro Rata Share of Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt of a Statement for a particular Expense YearLandlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, and provided that Tenant is not then in default under generally accepted accounting principles, consistently applied. Although this Lease beyond contemplates the applicable notice computation of Taxes and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not Operating Expenses on a component thereof is the subject of the audit contemplated herein)cash basis, Landlord shall furnish make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s obligations are not adversely affected. Tenant with or its representative shall have the right to examine such records, upon reasonable supporting documentation pertaining prior notice specifying such records Tenant desires to examine, during normal business hours at the calculation place or places where such records are normally kept by sending such notice no later than ninety (90) days following the furnishing of the Excess set forth in the Statement as Statement. Tenant may reasonably request. take exception to matters included in Taxes or Operating Expenses, or Landlord’s computation of Tenant’s Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within no later than sixty (60) days after Tenant’s written request thereforexamination. Within one hundred eighty (180) days Such Statement shall be considered final, except as to matters to which exception is taken after receipt examination of a Statement by Landlord’s records in the foregoing manner and within the foregoing times or except for manifest error or fraud. Tenant (acknowledges that Landlord’s ability to budget and incur expenses depends on the “Audit Period”)finality of such Statement, if Tenant disputes the amount and accordingly agrees that time is of the Excess set forth essence of this Paragraph. If Tenant takes exception to any matter contained in the StatementStatement as provided herein, Landlord shall refer the matter to 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 buildingsdesignated by Landlord, (B) shall not already be providing primary accounting and/or lease administration services whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided . Tenant shall promptly pay the cost of such certification unless such certification determines that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated Tenant was overbilled by more than five percent (5%)) in the aggregate, then in which event Landlord shall pay the cost of the Accountant and the reasonable cost of such audit certification and shall also reimburse Tenant for the reasonable third party costs incurred by Tenant (charged on an hourly basis and not including any contingency fees) within thirty (30) days after Landlord’s receipt of Tenant’s written demand accompanied by evidence of such costs incurred. If such certification indicates that the amount actually paid by Tenant, in relation to a matter for which Tenant has taken exception pursuant to this Paragraph, exceeds the amount Tenant should have paid, then Landlord shall credit the difference against the then next due payments to be made by Tenant under this Article 3, or if the Lease has expired, such amount shall be paid for refunded to Tenant within thirty (30) days of such certification. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. 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 monetary or material non-monetary 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 a component thereof the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty forty-five (6045) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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, (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, and (C) is not working on a contingency fee basis [(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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records)), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is not then in monetary or material non-monetary default under this Lease (beyond the any applicable notice and cure periods provided under this Lease), and (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and Statement (iii) a copy of but Tenant shall be deemed to have paid the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the auditsame “under protest”). In connection with such audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be waive Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement; provided, however, if Landlord revises a Statement after delivering the same to Tenant (which revision shall be done, if at all, within one (1) year after Landlord delivers the initial Statement for such Expense Year), then Tenant shall continue to have the right to dispute such revisions for a period of one hundred eighty (180) days after Landlord delivers such revised Statement to Tenant. If after such audit, Tenant still disputes such ExcessDirect Expenses, an audit to determine 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 audit by the Accountant proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 Laws to audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt of a Statement for a particular Expense YearLandlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, and provided that Tenant is not then in default under consistently applied. Although this Lease beyond contemplates the applicable notice computation of Taxes and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not Operating Expenses on a component thereof is the subject of the audit contemplated herein)cash basis, Landlord shall furnish make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant's obligations are not materially adversely affected. Tenant with or its representative shall have the right to examine such records upon reasonable supporting documentation pertaining prior notice specifying such records Tenant desires to examine, during normal business hours at the calculation place or places where such records are normally kept by sending such notice no later than ninety (90) days following the furnishing of the Excess set forth in the Statement as Statement. Tenant may reasonably request. take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within no later than sixty (60) days after Tenant’s written request thereforLandlord makes such records available for examination. Within one hundred eighty (180) days Such Statement shall be considered final, except as to matters to which exception is taken after receipt examination of a Statement by Landlord's records in the foregoing manner and within the foregoing times. Tenant (acknowledges that Landlord's ability to budget and incur expenses depends on the “Audit Period”)finality of such Statement, if Tenant disputes the amount and accordingly agrees that time is of the Excess set forth essence of this Paragraph. If Tenant takes exception to any matter contained in the StatementStatement as provided herein, Landlord shall refer the matter to an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized certified public Big Six 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 then used by Landlord 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for approved by Tenant, may, after reasonable notice whose certification as to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall be paid for continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s 's written request given not more than one hundred twenty eighty (120180) days after Tenant’s 's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in economic 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 a component thereof is the subject of the audit contemplated hereinherein and which payment may be paid under protest), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s 's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess set forth in the Statement, an independent certified public accountant (which accountant the “Tenant CPA”) to the extent the Tenant CPA (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) shall not already then 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 basis [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 (D) shall not currently not, at the time Tenant hires such independent certified public accountant, already be providing (or within the previous two (2) years have provided) accounting and/or lease administration services to conducting an audit for another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of similar expense recordsrecords for the subject Expense Year(s)), designated and initially paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is 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, and (iiiii) a copy of the audit 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 audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s 's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a ./ -/// -22- XXXXXX REALTY, L.P. [ACADIA Pharmaceuticals Inc.] commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such StatementStatement absent fraud or material manifest error. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, made 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 audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated (x) by less than two percent (2%), then the cost of the Accountant, the cost of the Tenant CPA and the cost of such audits shall be paid for solely by Tenant, (y) by an amount from two percent (2%) to five percent (5%), then the cost of the Accountant, the reasonable cost of the Tenant CPA and the cost of such audits shall be paid for by Landlord and Tenant equally (i.e., on a 50%-50% split basis), or (z) by more than five percent (5%), then the cost of the Accountant Accountant, the reasonable cost of the Tenant CPA and the cost of such audit audits shall be paid for solely by Landlord. 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. Conversely, if the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's obligations are not more materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept by sending such notice no later than one hundred twenty forty-five (12045) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than ninety (90) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. provided herein, Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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 buildingsaccountant, (B) shall not already be providing primary accounting and/or lease administration services whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification, unless such certification determines that Tenant was overbilled by more than four percent (4%). Pending resolution of any such exceptions in the foregoing manner, Tenant shall be paid for continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant keep and maintain customary records of all expenses incurred in connection with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably requestOperating Costs and Taxes (“Operating Costs Records”). Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within For one hundred eighty (180) days after following Tenant’s receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the an Annual Operating Statement, an independent certified public accountant upon no less than ten (which accountant (A10) 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, (B) shall not already be providing primary accounting and/or lease administration services business days’ written notice 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 basis [i.e.Landlord, Tenant must be billed based on shall have the actual time and materials that are incurred by the certified public accounting firm in the performance of the audit], and (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s records Operating Costs Records for the Expense Year for which the Annual Operating Statement was delivered, and upon Landlord’s receipt of such notice, Landlord shall make its Operating Costs Records for such Expense Year available for audit on behalf of Tenant by a reputable firm of certified public accountants and/or real estate service professionals during regular business hours at the Los Angeles, California offices of Landlord or if no such office at such other California site as Landlord selects, which shall not be unreasonable determined; provided that such written notice must include a letter signed by Tenant and its auditor and/or real estate services firm acknowledging: (a) that the results of such audit (including any and all information with respect to contest costs, expenses and/or income pertaining to the Property), as well as any compromise, settlement, or adjustment reached between Landlord and Tenant based upon such audit and/or such information, shall be held in strict confidence by Tenant and its auditor and/or real estate services firm; and that (c) such audits may be performed not more often than once during any twelve (12) month period and shall last no more than two (2) business days. If Tenant does not dispute an Annual Operating Statement in writing within ninety (90) days of Tenant’s receipt thereof, Tenant shall have irrevocably waived its right to dispute the determination/calculation of the Operating Costs and Taxes and the amount of Direct Expenses payable by Tenant shall be as Tenant’s Share set forth in this Section 4.6the Annual Operating Statement in the previous Calendar Year. Tenant acknowledges and understands, after having consulted with legal counsel, that the purpose of the foregoing sentence is to shorten the period within which Tenant would otherwise have, under applicable law, to dispute the accuracy of the Annual Operating Statement and Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable Tenant’s Share. Additionally: (i) any audit shall be limited to the prior Expense Year; (ii) no audit shall be permitted at any time while Tenant is in default in the payment of Rent; and (iii) no audit may be conducted by a subtenant at any time, nor by an assignee for any period during which such assignee was not in possession of the Premises. Tenant shall reimburse Landlord, upon demand, for Landlord’s reasonable costs incurred in connection with the duplication or retrieval of documents, supervision and coordination with Tenant’s auditor, and any other expense that may reasonably have been incurred by Landlord in assisting or cooperating with Tenant’s auditor unless the audit reduces Operating Costs and Taxes by ten percent (10%) or more. Tenant shall bear all costs of retaining Tenant’s auditor unless the adjustment of Operating Costs and Taxes is reduced by ten percent (10%) or more in which case landlord shall reimburse all reasonable costs of the audit.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty ninety (12090) 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 a component thereof is the subject of the audit contemplated herein)Rent, Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess Operating Expenses set forth in the Statement as Tenant may reasonably request, and Landlord shall make a knowledgeable representative available to a designated employee of Tenant to discuss Landlord’s determination of Operating Expenses set forth on the applicable Statement. Landlord shall provide said such documentation pertaining to the relevant Excess and make a representative so available to Tenant within sixty (60) days after Tenant’s written request therefortherefor and any discussions between Landlord’s representative and Tenant’s designated employee shall be non-binding on either party. Within one hundred eighty (1801) days year after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, whether or not Tenant has exercised its foregoing rights set forth in this Section 4.6 above, an independent certified public accountant (which accountant (Ai) is a member of a nationally or regionally recognized certified public accounting firm firm, which has previous experience in auditing financial operating records of landlords of office buildingsComparable Buildings, and (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, (Cii) is not working on a contingency fee basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense recordsbasis), designated and paid for by Tenant (“Tenant’s Auditor”), may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement Statement, which records shall be made generally available at Landlord’s corporate offices offices, or otherwise in San Franciscohard copy, California or Los Angelesin King County, CaliforniaWashington, provided that (ia) Tenant is not then in monetary default under this Lease (beyond the applicable notice and cure periods provided under this Lease), and (iib) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm Auditor must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s certified public accounting firm shall be delivered concurrently Auditor must complete the audit within ninety (90) days of Landlord making Landlord’s records available to Landlord Tenant and Tenant within the Audit PeriodTenant’s Auditor. Tenant’s failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, an audit to determine 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 audit by the Accountant proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five four percent (54%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. If the Accountant shall determine that Tenant has overpaid Direct Expenses due under this Lease, Landlord shall refund to Tenant such overpayment within thirty (30) days following the determination by the Accountant. If the Accountant shall determine that Tenant has underpaid Direct Expenses due under this Lease, Tenant shall pay to Landlord the amount of such underpayment within thirty (30) days following the determination of the Accountant. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 Laws to audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's obligations are not more materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept by sending such notice no later than one hundred twenty forty- five (12045) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. provided herein, Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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 buildingsaccountant, (B) shall not already be providing primary accounting and/or lease administration services whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant shall be paid for was overbilled by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's obligations are not more materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept by sending such notice no later than one hundred twenty forty-five (12045) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. provided herein, Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, an mutually acceptable 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 buildingsaccountant, (B) shall not already be providing primary accounting and/or lease administration services whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall be paid for continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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) 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 basis [(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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is not then in monetary or material non-monetary 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's records and to contest the amount of Direct Expenses payable by Tenant shall be as the audit rights set forth in this Section 4.64.7, and Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's obligations are not more materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine during normal business hours at the place or places where such records are normally kept by sending such notice no later than one hundred twenty forty-five (12045) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Landlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement for a particular Expense Year, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. provided herein, Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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 buildingsaccountant, (B) shall not already be providing primary accounting and/or lease administration services whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall be paid for continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty ninety (12090) 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [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 (D) shall not currently or in the future be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, Californiaoffices, provided that (i) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant ii)Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five seven percent (57%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s 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 audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. This Lease contemplates the computation of Taxes and Operating Expenses on a Statement for full accrual basis. Landlord reserves the right to change to a particular Expense Yearcash system of accounting and, 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 a component thereof is the subject of the audit contemplated herein)such event, Landlord shall furnish make reasonable and appropriate adjustments to ensure that each calendar year includes substantially the same recurring items. Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant or its representative (which may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, be 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 buildingsaccountant, (B“CPA”) shall not already be providing primary accounting and/or lease administration services have the right to Tenant and shall not have provided primary accounting and/or lease administration services to Tenant in examine such records during Normal Business Hours at the past three place or places where such records are normally kept by sending a written request no later than thirty (330) years, (C) is not working on a contingency fee basis [i.e., Tenant must be billed based on days following the actual time and materials that are incurred by the certified public accounting firm in the performance furnishing of the audit]Statement. Tenant may take exception to matters included in Operating Expenses or Taxes, or Landlord’s computation of Tenant’s Prorata Share of either, by sending notice specifying such exception and (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice reasons therefor to Landlord and at reasonable timesno later than thirty (30) days after Landlord makes such records available for examination. Such Statement shall be considered final, audit except as to matters to which exception is taken after examination of Landlord’s records with respect in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord’s ability to budget and incur expenses depends on the Excess set forth finality of such Statement, and accordingly agrees that time is of the essence of this Section. If Tenant takes exception to any matter contained in the Statement at within the time parameters set forth above, Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is not then in default under this Lease (beyond subject to 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, and (iii) a copy provisions of the audit agreement between Tenant and its particular certified public accounting firm has been delivered next sentence, shall refer the matter to Landlord prior a CPA, whose certification as to the commencement of the audit. In connection with such audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be madefinal and conclusive as between Landlord and Tenant, at provided that the CPA designated by Landlord shall take into account any exceptions and the basis therefor raised by the CPA designated by Tenant. If Landlord has already retained, in response to another tenant’s exceptions, a CPA to certify one or more of the matters to which Tenant has taken exception, then, upon Landlord’s receipt of such CPA’s certification, Landlord shall provide a copy of the relevant portions thereof to Tenant and, based upon such certification, Landlord shall recalculate, to the extent applicable and for the period of time in question, the amount of those particular matters included in Tenant’s expense, by an independent certified public accountant (Prorata Share of Taxes or Operating Expenses to which Tenant took exception. Landlord shall allow Tenant a credit against Rent next due for the “Accountant”) selected by amount of any overpayment and Tenant shall promptly pay Landlord the amount of any underpayment plus applicable state and subject to Tenant’s reasonable approval; provided local sales and use taxes due thereon. Unless such CPA certification determines that if such audit by the Accountant proves that the Direct Operating Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and Tenant shall promptly pay the cost of such audit CPA certification. Compensation to any CPA shall not be determined or paid for on a contingency, percentage, bonus or similar basis. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Prorata Share of Taxes and Tenant’s Prorata Share of Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. This Lease contemplates the computation of Taxes and Operating Expenses on a full accrual basis. Landlord reserves the right to change to a cash system of accounting and, in such event, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept by sending such notice no later than forty-five (45) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant’s written request given not more 's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than one hundred twenty thirty (12030) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. provided herein, Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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 buildingsaccountant, (B) shall not already be providing primary accounting and/or lease administration services whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided . Tenant shall promptly pay the cost of such certification unless such certification determines that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated Tenant was overbilled by more than five percent (5%). Pending resolution of any such exceptions in the foregoing manner, then Tenant shall continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the cost of the Accountant and the cost of such audit shall be paid for amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt Landlord shall maintain accurate records of a Statement Common Area Maintenance Costs, real estate taxes and insurance premiums for a particular Expense Year, and provided that which Tenant is not then in default under this Lease beyond required to reimburse Landlord. Tenant shall have the applicable notice and cure period provided in this Leaseright, specifically includingupon written notice, but not limited to, the timely payment of Additional Rent one time within twelve (whether or not a component thereof is the subject 12) months of the end of any calendar year, to inspect and audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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 all records of landlords of office buildingsLandlord with respect to additional rent for that calendar year (provided, (B) however, that Tenant's auditor 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense recordsbasis), designated at Tenant's sole cost and paid for by Tenantexpense (subject to reimbursement as provided below), which auditor may, after reasonable notice to Landlord and at reasonable timestimes during business hours during the sixty (60) day period immediately following the date of Tenant's notice, audit inspect at Landlord’s 's offices Landlord's records with respect to the Excess set forth in Common Area Maintenance Costs for the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, Californiaapplicable calendar year, provided that (i) Tenant is not then in breach or 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 During such audit by Tenant, Landlord shall also be allowed to review its records and charge Tenant for properly reimbursable costs which were omitted in past billings by Landlord to Tenant for the Accountant proves that same period being xxxxxxxx. If the Direct Expenses in the subject Expense Year were resulting net amount of additional rent billed to Tenant during said calendar year is overstated by more than five percent (5%), then and Landlord reasonably approves the results of Tenant's audit, Landlord shall reimburse Tenant for the reasonable cost of the Accountant audit, not to exceed Three Thousand Dollars ($3,000.00). Landlord shall reimburse Tenant, within thirty (30) days of receipt of and Landlord's reasonable approval of the cost results of the audit, for any amount paid by Tenant and which should not have been paid, without interest, and Tenant shall reimburse Landlord, within thirty (30) days of receipt of and Landlord's reasonable approval of the results of the audit, for any net amount due Landlord as a result of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6findings, and Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantwithout interest.

Landlord’s Records. Upon Landlord shall make available in Chicago, Illinois all of the books and records respecting Taxes, Operating Expenses, Tenant’s written request After Hours HVAC Costs and all other components of Additional Rent, including all such books and records created by its managing agent (“Records”), for any calendar year until the fourth (4th) anniversary of the last day of such calendar year and, if any dispute with respect to such calendar year is then pending, until such dispute is resolved. If Tenant, by notice (a “Records Examination Request”) to Landlord given within one (1) year of Tenant’s receipt of an Operating Statement or Tax Statement (either, a “Statement”) for any calendar year, shall so elect, then Tenant or its representative shall have the right to examine the Records for such calendar year and to meet with the individuals responsible for preparing and maintaining such Records upon reasonable prior notice during normal business hours at such location as Landlord shall designate in Chicago, Illinois. Any representative retained by Tenant shall be a mid-sized or larger recognized, independent certified public accounting firm (or, if it is then customary for real estate services firms to provide such services on behalf of tenants of comparable office buildings in downtown Chicago, such representative of Tenant may be a real estate services firm with one or more certified public accountants on staff (other than a real estate services firm which, as its primary business, performs audits of the operating expenses of commercial buildings)) familiar with the accounting practices of comparable office buildings in downtown Chicago, but such representative shall not be compensated on a contingency fee basis, unless the industry standard for the most reputable accounting and real estate services firms then providing auditing services for landlords or tenants of comparable Class A office buildings in downtown Chicago is to be compensated on a contingency fee basis. Tenant and its representative shall execute a reasonable confidentiality agreement in favor of Landlord prior to any such examination. Tenant may take exception to matters included in Taxes, Operating Expenses or Landlord’s xxxxxxxx to Tenant therefor, by sending notice specifying such exception and the reasons therefor to Landlord no later than the date that is the later of: (i) ninety (90) days after Landlord, after receipt of a Records Examination Request, makes all such Records for the applicable calendar year available for examination, and (ii) the date that is one (1) year after Tenant’s receipt of the applicable Statement (and Tenant and its representatives shall have no right to examine or audit such Records beyond such period, except as expressly provided below in this Paragraph 3(I)). Unless Landlord shall revise or re-issue any such Statement within one (1) year after the same has been delivered to Tenant, such Statement shall thereafter be binding upon Landlord (subject only to adjustments for Taxes as provided in Paragraph 3(A)(ii), Paragraph 3(G)(v) and Paragraph 3(G)(vi) above). The Statement for any calendar year shall be binding upon Tenant except for any matters as to which Tenant timely delivers a Records Examination Request and thereafter timely objects, as set forth above; provided, however, that if, for any calendar year (the “calendar year in question”), Tenant was overbilled for either of Taxes or Operating Expenses by more than three (3%) percent thereof (considering each of Taxes and Operating Expenses separately), then Tenant shall be given a new opportunity, with respect to the two (2) years preceding the calendar year in question, to review the Records for and take exception to the items of Taxes and/or Operating Expenses (as the case may be) for which Tenant was overbilled (and, for the purpose of applying the foregoing provisions of this Paragraph 3(I) to such new opportunity, the Statements for the two (2) preceding years shall be deemed to have been issued to Tenant upon the date it is determined that Tenant was so overbilled for the calendar year in question), except that Tenant shall only have one hundred twenty (120) days after Tenant’s receipt of a Statement from such date on which the Statements 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 such two (whether or not a component thereof is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation pertaining 2) preceding years are deemed to the calculation of the Excess set forth in the Statement as Tenant may reasonably request. Landlord shall provide said documentation pertaining to the relevant Excess have been issued to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, 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, (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 basis [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 (D) shall not currently be providing (or within the previous review such Records for such two (2) years have providedand to take exception to the items of Taxes and/or Operating Expenses (as applicable) therein. In any event, Tenant acknowledges that Landlord’s ability to budget depends on the finality of such Statements, and accordingly agrees that time is of the essence of this Paragraph 3(I). If Tenant takes exception to any matter contained in a Statement as provided herein, and Landlord and Tenant fail to reach a mutually satisfactory resolution thereof within thirty (30) days after Tenant has taken such exception, such matter shall be resolved by an independent third party arbitrator selected by Landlord and Tenant who is a certified public accountant from a large or mid-size public accounting and/or lease administration services firm familiar with the accounting practices of comparable office buildings in downtown Chicago. If Landlord and Tenant fail to another tenant agree upon such arbitrator within thirty (30) days after their failure to resolve Tenant’s exception to the Statement, either party may request the President of the Illinois CPA Society (or a comparable entity if the Illinois CPA Society does not exist at any time during the Term) to appoint such arbitrator who shall be an independent third party who shall also be a certified public accountant from a mid-sized or large public accounting firm familiar with the accounting practices of comparable office buildings in downtown Chicago. Such independent arbitrator shall be appointed within thirty (30) days after such request. The costs of such arbitrator shall be paid equally by Landlord and Tenant. The determination of such arbitrator shall be made within thirty (30) days after such arbitrator is selected, and shall be final, binding, and conclusive upon the Building and/or parties. Tenant shall pay all of the Project in connection costs of Tenant’s accountant/auditor associated with a review such examination and dispute, unless it is finally determined that Tenant was overbilled with respect to either of Operating Expenses or audit Taxes by such other tenant of similar expense recordsmore than three percent (3%) thereof (considering each separately), designated and paid in which case (in addition to reimbursing Tenant for by the amount so overbilled) Landlord shall pay the reasonable costs of Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records accountant/auditor with respect to the Excess set forth applicable Operating Expenses or Taxes, as the case may be. If, in connection with any such examination and dispute, it is finally determined that Tenant was overbilled with respect to Operating Expenses and Taxes by three percent (3%) thereof or less (considering each separately), then Landlord shall reimburse Tenant for an amount equal to the amount that Tenant was so overbilled. If it is finally determined that Tenant was overbilled with respect to either Operating Expenses or Taxes by more than three percent (3%) thereof (considering each separately), then Landlord shall (in addition to reimbursing the amount so overbilled and paying Tenant’s audit costs as provided herein), pay Tenant interest at the Default Rate on the amount so overbilled, accruing within the period commencing on the later of (X) the date on which the Statement at for the Operating Expenses and/or Taxes (as applicable) in question was delivered by Landlord to Tenant (or, if not timely delivered by Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided the date that (i) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts such Statement was required to be paid under delivered by Landlord to Tenant pursuant to the applicable Estimate Statement and Statementterms hereof), or (Y) the date on which the overpayment in question was made by Tenant, and (iii) a copy ending on the date on which Tenant is fully reimbursed for Tenant’s overpayment thereof. Pending resolution of any such exceptions in the audit 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 auditforegoing manner, Tenant shall continue paying Taxes and Tenant’s certified public accounting firm must agree Operating Expenses in advance to follow the manner provided herein (and based on Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord recordsStatements therefor), and shall execute a commercially reasonable confidentiality agreement regarding subject to adjustment after any such auditexceptions are so resolved. Any audit report prepared payment or reimbursement to be made by Landlord to Tenant pursuant to this Paragraph 3(I) shall, if Tenant so requests in writing, be credited against the next installment(s) of Rent becoming due hereunder (rather than being paid to Tenant’s certified public accounting firm shall be delivered concurrently to ). Landlord and Tenant within further agree that, to the Audit Period. Tenant’s failure extent that a monetary Default exists at the time that Landlord is required to audit provide any payment or reimbursement to Tenant under this Paragraph 3(I), Landlord shall have the right to offset the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right payment or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, 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 proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s records and to contest reimbursement against the amount of Direct Expenses payable such monetary Default (including any costs incurred by Landlord relative thereto which are chargeable to 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 audit such records and/or to contest the amount of Direct Expenses payable by TenantArticle 22 hereof).

Landlord’s Records. Upon Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant’s written request given 's obligations are not more materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept by sending such notice no later than one hundred twenty forty-five (12045) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after Tenant’s receipt Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of a Statement for a particular Expense YearLandlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the 1888 Century Park East [SCPIE Holdings Lease] 9 finality of such Statement, and provided accordingly agrees that Tenant time 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 a component thereof is the subject of the audit contemplated herein), Landlord shall furnish essence of this Paragraph. If Tenant with such reasonable supporting documentation pertaining takes exception to the calculation of the Excess set forth any matter contained in the Statement as Tenant may reasonably request. provided herein, Landlord shall provide said documentation pertaining refer the matter to the relevant Excess to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of the Excess set forth in the Statement, an nationally recognized independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized certified public accounting firm which has previous with substantial experience in auditing financial reviewing operating records of landlords of expenses for 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 buildings in the past three (3) years, (C) is not working on a contingency fee basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, Southern California, provided that (i) Tenant is 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 whose certification as to be paid under the applicable Estimate Statement and Statement, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was over billed by more than 5%. If Tenant was over billed by more than 5%, Landlord shall be pay the cost of such certification, and Landlord shall reimburse Tenant for the reasonable expenses (exclusive of fees calculated on a contingency basis) actually paid for by Tenant to third parties in connection with their examination of Landlord. Tenant hereby acknowledges 's records; provided, however, that Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable the over billing shall be taken into account by Landlord in determining the reasonability of such expenses. Pending resolution of any such exceptions in the foregoing manner, Tenant shall be as set forth continue paying Tenant's Prorata Share of Taxes and Operating Expenses in this Section 4.6the amounts determined by Landlord, and Tenant hereby waives subject to adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt of a Statement for a particular Expense YearLandlord shall maintain records respecting Operating Expenses and determine the same in accordance with sound accounting and management practices, and provided that Tenant is not then in default under consistently applied. Although this Lease beyond contemplates the applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment computation of Additional Rent (whether or not Operating Expenses on a component thereof is the subject of the audit contemplated herein)cash basis, Landlord shall furnish make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant's obligations are not materially adversely affected. Tenant with or its representative shall have the right to examine Such records upon reasonable prior notice specifying such reasonable supporting documentation pertaining records Tenant desires to examine, during normal business hours at the calculation place or places where such records are normally kept by sending such notice no later than sixty (60) days following the furnishing of the Excess set forth in the Statement as Statement. Tenant may reasonably request. take exception to matters included in Operating Expenses, or Landlord's computation of Tenant's Prorata Share, by sending notice specifying such exception and the reasons therefor to Landlord shall provide said documentation pertaining to the relevant Excess to Tenant within no later than sixty (60) days after Tenant’s written request thereforLandlord makes such records available for examination. Within one hundred eighty (180) days Such Statement shall be considered final, except as to matters to which exception is taken after receipt examination of a Statement by Landlord's records in the foregoing manner and within the foregoing times. Tenant (acknowledges that Landlord's ability to budget and incur ex expenses depend on the “Audit Period”)finality of such Statement, if Tenant disputes the amount and accordingly agrees that time is of the Excess set forth essence of this Paragraph. If Tenant takes exception to any matter contained in the StatementStatement as provided herein, Landlord shall refer the matter to an independent certified public accountant, such accountant (which accountant (A) is a member of a nationally having no prior affiliation with Tenant or regionally recognized certified public 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 Landlord whose certification as 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 basis [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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Excess set forth in the Statement at Landlord’s corporate offices in San Francisco, California or Los Angeles, California, provided that (i) Tenant is 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, and (iii) a copy of the audit 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 audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. 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 audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by final and conclusive as between Landlord and subject to Tenant’s reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and . Tenant shall promptly pay the cost of such audit certification unless such certification determines that Tenant was overbilled by more than 3%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall be paid for continue paying Tenant's Prorata Share of Operating Expenses in the amounts determined by Landlord. Tenant hereby acknowledges that Tenant’s sole right , subject to audit Landlord’s 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 adjustment after any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenantexceptions are so resolved.

Landlord’s Records. Upon Tenant’s written request given not more than one hundred twenty (120) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Throughout the 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 a component thereof is the subject of the audit contemplated herein)Term, Landlord shall furnish Tenant maintain books and records with such reasonable supporting documentation pertaining respect to the calculation of the Excess set forth Direct Expenses in the Statement as Tenant may reasonably requestaccordance with generally accepted real estate accounting and management practices, consistently applied. Landlord shall provide said documentation pertaining maintain for a period of at least three (3) years following the end of the Expense Year to which they pertain, the relevant Excess books and records relating to Tenant within sixty (60) days after Tenant’s written request thereforall Direct Expenses for such Expense Year. Within one hundred eighty (1801) days year after receipt of a Statement by Tenant (the “"Audit Period”"), if Tenant disputes the amount of the Excess Direct Expenses set forth in the Statement, 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) 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 basis [(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 (D) shall not currently be providing (or within the previous two (2) years have provided) 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 similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s 's records with respect to the Excess set forth in the Statement at Landlord’s 's corporate offices in San Francisco, California or Los Angeles, Californiathe Comparable Area (as that term is defined in Exhibit F attached hereto), provided that (i) Tenant is not then in monetary or material non-monetary default under this Lease (beyond the applicable notice and cure periods provided under this Lease), and (ii) Tenant ii)Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and Statement (iii) a copy of but Tenant shall be deemed to have paid the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the auditsame "under protest"). In connection with such audit, Tenant and Tenant’s 's certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s 's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s 's failure to audit the amount of the Excess Direct Expenses set forth in any Statement within the Audit Period shall be deemed to be Tenant’s 's approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement; provided, however, if Landlord revises a Statement after delivering the same to Tenant, then Tenant shall continue to have the right to dispute such revisions for a period of one hundred eighty (180) days after Landlord delivers such revised Statement to Tenant. If after such audit, Tenant still disputes such ExcessDirect Expenses, 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 788288.01/WLA 375755-00007/8-9-18//ejw -15- CXXXXXX HIGHLINE 1000 Xxxxxxx Xxxxxx [Building 2] Roku, Inc. Accountant proves that the Direct Expenses set forth in the subject Expense Year particular Statement were overstated by more than five three percent (53%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s 's sole right to audit Landlord’s 's 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 audit inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.