Common use of Landlord’s Records Clause in Contracts

Landlord’s Records. 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 obligations are not 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, 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 unless such certification determines that Tenant 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, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes 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 Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining 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 obligations are not 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 forty-five (45) days following the furnishing calculation 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 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained Excess set forth in the Statement as provided herein, Tenant may reasonably request. Landlord shall refer provide said documentation pertaining to the matter 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 accountantaccountant (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, whose certification as (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 final and conclusive as between made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant. Tenant shall promptly pay ’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 certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. 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 obligations are not 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 forty-five Within one hundred eighty (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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30180) days after Landlord makes such records available for examination. Such receipt of a Statement shall be considered finalby Tenant (the “Audit Period”), except as to matters to which exception is taken after examination if Tenant disputes the amount of Landlord's records the Excess set forth 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant (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, whose certification as (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 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, provided that (i) Tenant is not then in 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 Excess and Landlord disputes the results of Tenant’s audit, an audit to determine the proper amount shall be final and conclusive as between made, at Tenant’s reasonable expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant. Tenant shall promptly pay ’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 certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to Applicable Laws to audit such records and/or to contest the amount of Direct Expenses payable by 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.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant’s written request given not more than one hundred eighty (180) days after Tenant’s receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining 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 obligations are not 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 forty-five (45) days following the furnishing calculation 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 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained Excess set forth in the Statement as provided herein, Tenant may reasonably request. Landlord shall refer provide said information pertaining to the matter 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 accountantaccountant (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, whose certification as (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 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, 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 final and conclusive as between made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant. Tenant shall promptly pay ’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 seven percent (7%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a “Statement” (as that term is defined in Section 1.3.1 of Exhibit C) for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining 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 obligations are not 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 forty-five (45) days following the furnishing calculation of the Statement. Tenant may take exception to matters included “Excess” (as that term is defined in Taxes or Operating Expenses, or Landlord's computation Section 1.3 of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30Exhibit C) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained set forth in the Statement as provided herein, Tenant may reasonably request. Landlord shall refer provide said documentation pertaining to the matter 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 accountantaccountant (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, whose certification (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 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, 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” (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 final and conclusive as between made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant. Tenant shall promptly pay ’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 seven percent (7%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying be as set forth in this Section 4.3, 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. 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 obligations are not 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after 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 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 1888 Century Park East [SCPIE Holdings Lease] 9 finality of such Statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an a nationally recognized independent certified public accountantaccountant with substantial experience in reviewing operating expenses for office buildings in Southern California, 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 unless such certification determines that Tenant was overbilled over billed by more than 25%. If Tenant was over billed by more than 5%, Landlord shall 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 by Tenant to third parties in connection with their examination of Landlord's records; provided, however, that the amount of 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 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.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining 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 obligations are not 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 forty-five (45) days following the furnishing calculation 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 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained Excess set forth in the Statement as provided herein, Tenant may reasonably request. Landlord shall refer provide said documentation pertaining to the matter 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 accountantaccountant (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, whose certification as (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 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, 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 final and conclusive as between made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant. Tenant shall promptly pay ’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 seven percent (7%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses provided that Tenant is not then in default under this Lease beyond the applicable notice and determine cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates is the computation subject of Taxes and Operating Expenses on a cash basisthe audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring itemssupporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord reserves the right shall provide said documentation 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 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 within sixty (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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (3060) days after Landlord makes such records available for examinationTenant's written request therefor. Such Within one hundred eighty (180) days after receipt of a Statement shall be considered finalby Tenant (the "Audit Period"), except as to matters to which exception is taken after examination if Tenant disputes the amount of Landlord's records Direct Expenses set forth 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant (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, whose certification as (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 accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the Statement at Landlord's corporate offices, 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 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 Direct Expenses, an audit to determine the proper amount shall be final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant. Tenant shall promptly pay 's reasonable approval; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than seven percent (7%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a "Statement" (as that term is defined in Section 1.3.1. of Exhibit C) for a particular Expense Year, and Operating Expenses provided that Tenant is not then in default under this Lease beyond the applicable notice and determine cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates is the computation subject of Taxes and Operating Expenses on a cash basisthe audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring itemssupporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord reserves the right shall provide said information 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 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 within sixty (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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (3060) days after Landlord makes such records available for examinationTenant's written request therefor. Such Within one hundred eighty (180) days after receipt of a Statement shall be considered finalby Tenant (the "Audit Period"), except as to matters to which exception is taken after examination if Tenant disputes the amount of Landlord's records Direct Expenses set forth 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant (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, whose certification (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 accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the Statement at Landlord's corporate offices, 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" (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 dispute and/or audit the amount of 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 Direct Expenses, an audit to determine the proper amount shall be final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant. Tenant shall promptly pay 's reasonable approval; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than seven percent (7%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying be as set forth in this Section 4.3, 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than one hundred eighty (180) days after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses provided that Tenant is not then in default under this Lease beyond the applicable notice and determine cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates is the computation subject of Taxes and Operating Expenses on a cash basisthe audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring itemssupporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord reserves the right shall provide said documentation 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than within thirty (30) days after Landlord makes such records available for examinationTenant's written request therefor. Such Within one hundred eighty (180) days after receipt of a Statement shall be considered finalby Tenant (the "Audit Period"), except as to matters to which exception is taken after examination if Tenant disputes the amount of Landlord's records Direct Expenses set forth 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant ("Tenant's Accountant") (which 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, whose certification as (B) 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 (C) shall not currently be providing accounting and/or lease administration services to another tenant in the Project in connection with a review or audit by such other tenant of Direct Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the proper amount Statement (the "Independent Review") at Landlord's corporate offices, 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. In connection with such Independent Review, Tenant and Tenant's Accountant shall execute a commercially reasonable confidentiality agreement regarding such Independent Review. Any audit report prepared by Tenant's Accountant shall be final and conclusive as between delivered concurrently to Landlord and Tenant within the Audit Period. Tenant. Tenant 's failure to audit the amount of Direct Expenses set forth in any Statement within the Audit Period shall promptly pay the cost be deemed to be Tenant's approval of such certification unless such certification determines that Tenant was overbilled by more than 2%. Pending resolution of any such exceptions in Statement and Tenant, thereafter, waives the foregoing manner, Tenant shall continue paying Tenant's Prorata Share of Taxes and Operating Expenses in right or ability to audit the amounts determined by set forth in such Statement. If within sixty (60) days after Tenant submits the results of the Independent Review to Landlord, subject the parties have not agreed to adjustment after any such exceptions are so resolved.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"

Landlord’s Records. Throughout the Lease Term, Landlord shall maintain books and records respecting Taxes and Operating with respect to Direct Expenses and determine the same in accordance with sound generally accepted real estate accounting and management practices, consistently applied. Although Landlord shall maintain for a period of at least three (3) years following the end of the Expense Year to which they pertain, the books and records relating to all Direct Expenses for such Expense Year. Within one (1) year after receipt of a Statement by Tenant (the "Audit Period"), if Tenant disputes the amount of 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) 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), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the Statement at Landlord's corporate offices in the 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 contemplates (beyond the computation of Taxes applicable notice and Operating Expenses on a cash basiscure periods provided under this Lease), Landlord and (ii)Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement (but Tenant shall make reasonable and appropriate accrual adjustments be deemed to ensure that each calendar year, including the Base Years, includes substantially have paid the same recurring items"under protest"). Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied In connection with such audit, Tenant and Tenant's obligations are not materially adversely affectedcertified public accounting firm 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 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 its representative 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 examine dispute 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 revisions for a period of one hundred eighty (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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30180) days after Landlord makes delivers such records available for examination. Such revised Statement shall be considered final, except as to matters to which exception is taken after examination of 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, and accordingly agrees that time is of the essence of this ParagraphTenant. If after such audit, Tenant takes exception still disputes such Direct Expenses, an audit to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, whose certification as to determine the proper amount shall be final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant. Tenant shall promptly pay 's reasonable approval; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than three percent (3%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. 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 This Lease contemplates the computation of Taxes and Operating Expenses on a cash full accrual 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 cash system of accounting so long as and, in such event, Landlord shall make reasonable and appropriate adjustments to ensure that each calendar year includes substantially the same is consistently applied and Tenant's obligations are not materially adversely affectedrecurring items. Tenant or its representative (which may be an independent certified public accountant, “CPA”) shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours Normal Business Hours at the place or places where such records are normally kept by sending such notice a written request no later than forty-five thirty (4530) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes Operating Expenses or Operating ExpensesTaxes, or Landlord's ’s computation of Tenant's ’s Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after 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 Landlord's ’s records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ’s ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this ParagraphSection. If Tenant takes exception to any matter contained in the Statement as provided hereinwithin the time parameters set forth above, Landlord Landlord, subject to the provisions of the next sentence, shall refer the matter to an independent certified public accountanta CPA, whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant, 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 Prorata Share of Taxes or Operating Expenses to which Tenant took exception. Landlord shall allow Tenant a credit against Rent next due for the amount of any overpayment and Tenant shall promptly pay Landlord the amount of any underpayment plus applicable state and local sales and use taxes due thereon. Unless such CPA certification determines that Operating Expenses were overstated by more than five percent (5%), Tenant shall promptly pay the cost of such certification unless such certification determines that Tenant was overbilled by more than 2%CPA certification. Compensation to any CPA shall not be determined or paid on a contingency, percentage, bonus or similar basis. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's ’s Prorata Share of Taxes and Tenant’s Prorata Share of Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes and Project Operating Expenses Costs 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 basisProvided Tenant is not in Default, 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 obligations are not materially adversely affected. 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 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 such which records Tenant desires to examine, during normal business hours at a time mutually agreed upon by Landlord and Tenant and at the place or places where such records are normally kept kept, by sending such notice no later than forty-five sixty (4560) days following the furnishing of the Statement. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period and may audit Landlord’s records with respect to any given calendar year only once. Tenant may take exception to matters included in Taxes or Project Operating Expenses, Costs or Landlord's ’s computation of Tenant's Prorata ’s Proportionate Share of either, by sending notice specifying such exception and the reasons therefor to Landlord (including any reports prepared by Tenant’s representative and any accompanying data) no later than thirty (30) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant of Landlord’s choice, subject to Tenant’s reasonable approval, 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 certification, including, without limitation, any reasonable attorneys’ fees incurred by Landlord in connection therewith, unless such certification determines that Tenant was overbilled Project Operating Costs were overstated by more than 2five percent (5%) in the aggregate for the applicable year, 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 Prorata Share of Taxes and Operating Expenses ’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 considered final, except as to matters to which exception is taken in the manner and within the times specified herein.

Landlord’s Records. Landlord shall maintain in the greater Chicago metropolitan area all of the books and records respecting Taxes Taxes, Operating Expenses, Shared Facilities Costs and Operating Expenses Shared Facilities Income, including all such books and determine records created by its managing agent, fitness center operator or cafeteria operator (“Records”) for any calendar year until the same in accordance fifth anniversary of the last day of such calendar year and, if any dispute with sound accounting and management practicesrespect to such calendar year is then pending, consistently applieduntil such dispute is resolved. Although this Lease contemplates If Tenant, by notice (a “Records Examination Request”) to Landlord given within ninety (90) days of Tenant’s receipt of the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each Statement for any calendar year, including the Base Yearsshall so elect, 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. then Tenant or its representative shall have the right to examine such records the Records and to meet with the individuals responsible for preparing and maintaining the Records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records the Records are normally kept kept. Tenant and its representatives shall execute a reasonable confidentiality agreement in favor of Landlord prior to any such examination. Any representative retained by sending such notice no later than fortyTenant shall be a mid-five (45) days following sized or larger recognized public accounting firm familiar with the furnishing accounting practices of the Statementcomparable buildings in downtown Chicago. Tenant may take exception to matters included in Taxes Taxes, Operating Expenses or Operating Expenses, Shared Facilities Costs or matters excluded from Shared Facilities Income or Landlord's computation of Tenant's Prorata ’s xxxxxxxx to Tenant for Taxes, Operating Expenses or Net Share of eitherFacilities 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 thirty one hundred twenty (30120) days after Landlord Landlord, following receipt of a Records Examination Request, makes such records the Records available for examinationexamination (and notifies Tenant that the same are so available). Such The Statement for any calendar year shall be considered final, binding upon Landlord. The Statement for any calendar year shall be binding upon Tenant except for any matters as to matters which Tenant, after timely delivering a Records Examination Request, timely objects, as set forth above; provided, however that if, for any calendar year (the “calendar year in question”), Tenant was overbilled for either Taxes, Operating Expenses or Net Shared Facilities Costs, as the case may be, by more than five percent (5%) (considering Taxes, Operating Expenses and Net Shared Facilities Costs separately), then 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 the case may be) for which exception is taken after examination Tenant was overbilled (and, for the purpose of Landlord's records in applying the foregoing manner and within provisions of this Paragraph 3(F) to such new opportunity, the foregoing timesStatements 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 question). In any event, Tenant acknowledges that Landlord's ’s ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant timely takes any exception to any matter contained in the 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 refer the matter to be resolved by an independent third party arbitrator selected by Landlord and Tenant who is a certified public accountant, whose certification as 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 proper amount Statement, either party may request the President of the Illinois CPA Society to appoint such arbitrator who shall be final and conclusive as between 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 promptly pay all of the cost costs of Tenant’s accountant/auditor associated with such certification examination and dispute, unless such certification determines it is finally determined that Tenant was overbilled with respect to Operating Expenses, Net Shared Facilities Costs or Taxes by more than 2five 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 such 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 Tenant's Prorata Share of Taxes and Taxes, Operating Expenses and Net Shared Facilities Costs in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. The Landlord shall maintain keep proper and sufficient records respecting Taxes and Operating Expenses and determine the same accounts of all Pass-Through Expenses. Provided that Tenant is not in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates and provided further that the computation Tenant strictly complies with the provisions of Taxes and Operating Expenses on a cash basisthis paragraph, 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 Tenant may reasonably review any portion of accounting so long as the same is consistently applied and Tenant's obligations are not materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires and accounts with respect 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 any statement of Tenant's Prorata Actual Proportionate Share of eithergiven to Tenant by Landlord pursuant to Paragraph 4.E above (a "Statement") that Tenant claims is incorrect, by sending notice specifying such exception and the reasons therefor In order for Tenant to Landlord no later than exercise its right under his paragraph, Tenant shall, within thirty (30) days after any Statement is sent to Tenant, deliver a written notice to Landlord makes 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 written notice 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.). Tenant shall, simultaneously with giving such notice to Landlord, pay Landlord all amounts claimed by Landlord to be due from Tenant as specified in the Statement. In no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including, 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) pending the completion of and regardless of the results of any review of such records available and accounts. Tenant's rights of review may only be, exercised once for examination. Such any Statement, and if Tenant fails to meet any of the conditions set forth herein as a prerequisite to the exercise of such tight, the right of Tenant under this paragraph with respect to such Statement shall be considered finaldeemed waived. Any review of records and accounts pursuant to this paragraph shall be the office or offices of the Landlord where such records and accounts are maintained, except as 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 matters to which exception is taken after examination this paragraph constitute confidential information of LandlordLandlord and neither Tenant, Tenant's records accountants, nor any other agent or representative of Tenant or its accountants, shall disclose any information received or obtained in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality course of such Statement, review to anyone other than the accountants performing the review and accordingly agrees that time is the principals of Tenant who receive the results of the essence review The disclosure of arty such information to any other person shall constitute a material breach of this ParagraphLease, Any such review must be completed not later than six (6) months after delivery to the Tenant of the subject Statement. If Tenant takes exception Any errors disclosed by the review pursuant to this paragraph shall be promptly corrected provided that Landlord shall have the right to cause another review of the records to be made by an independent firm of certified public accountants. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Statement shall be deemed to be correct. In the event the results of the review, taking into account, if applicable, the results of any matter contained additional review by Landlord as described in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, 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 unless such certification determines that Tenant 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, subject to adjustment after any such exceptions are so resolved.immediately

Landlord’s Records. 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 obligations are not materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable 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 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 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, 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 unless such certification determines that Tenant was overbilled by more than 2five percent (5%). 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.

Landlord’s Records. Landlord shall maintain records respecting Taxes 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 Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining to ensure that each calendar year, including the Base Years, includes substantially calculation of the same recurring itemsExcess set forth in the Statement as Tenant may reasonably request. Landlord reserves shall provide said documentation pertaining to the right relevant Excess to change Tenant within sixty (60) days after Tenant's one-time written request therefor. Within one hundred eighty (180) days after the later of (x) Tenant's receipt of a Statement 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 full accrual system member of a nationally or regionally recognized certified public accounting so long as 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 same past three (3) years, (C) is consistently applied 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 past three (3) 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 Landlord's expense records 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 records with respect to the Excess set forth in the Statement at Landlord's corporate offices located in San Francisco, 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 obligations are 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. Landlord currently does not materially adversely affectedhave rules and procedures regarding tenant audits. 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 six percent (6%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant or its representative shall have the hereby acknowledges that Tenant's sole right to examine 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 Laws to audit such records upon reasonable prior notice specifying such records Tenant desires and/or to examinecontest the amount of Direct Expenses payable by Tenant. If after receiving the results of its audit, during normal business hours at Landlord still disputes 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 results of Tenant's Prorata Share audit or Tenant disputes the results of eitherthe Landlord's Accountant's audit, by sending notice specifying then Landlord and Tenant shall work in good faith to resolve such exception and the reasons therefor to Landlord no later than dispute within thirty (30) days after Landlord makes such records available for examinationfollowing Landlord's delivery of the results of Landlord's audit to Tenant (the "Resolution Period"). Such Statement Any dispute arising under this Section 4.6 which is not resolved during the Resolution Period shall be considered finaldetermined 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 matters confirm, vacate or enforce the arbitrator's award. The cost of any arbitration pursuant to which exception is taken after examination of Landlord's records 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 foregoing manner and within the foregoing times. Tenant acknowledges that Landlordarbitrator's ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, 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 unless such certification determines that Tenant 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, subject to adjustment after any such exceptions are so resolveddiscretion.

Landlord’s Records. 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 obligations are not 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 forty-five Within one hundred eighty (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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30180) days after Landlord makes such records available for examination. Such receipt of a Statement shall be considered finalby Tenant (the "Audit Period"), except as to matters to which exception is taken after examination if Tenant disputes the amount of Landlord's records Direct Expenses set forth 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant (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, whose certification as and (B) 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), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the Statement at Landlord's corporate offices, provided that 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). In connection with such audit, Tenant and Tenant's certified public accounting firm 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. If after such audit, Tenant still disputes such Direct Expenses, an audit to determine the proper amount shall be final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant. Tenant shall promptly pay 's reasonable approval; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying be the audit rights set forth in this Section 4.7, and Tenant hereby waives any and all other rights to audit such records and/or to contest the amount of Direct Expenses payable by 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.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant’s written request given not more than one hundred eighty (180) days after Tenant’s receipt of a Statement for a particular Expense Year, and Operating Expenses provided that Tenant is not then in monetary or material non-monetary default under this Lease beyond the applicable notice and determine cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates is the computation subject of Taxes and Operating Expenses on a cash basisthe audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring itemssupporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord reserves the right shall provide said documentation 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 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 within forty-five (45) days following after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the furnishing “Audit Period”), if Tenant disputes the amount of 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 Statement. Tenant may take exception to matters included in Taxes or Operating Expensesaudit)), or Landlord's computation of designated and paid for by Tenant's Prorata Share of either, by sending may, after reasonable notice specifying such exception and the reasons therefor to Landlord no later than thirty and at reasonable times, audit Landlord’s records with respect to the Statement at Landlord’s corporate offices in California, provided that (30i) Tenant is not then in monetary or material non-monetary default under this Lease (beyond 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 (but Tenant shall be deemed to have paid the same “under protest”). In connection with such audit, Tenant and Tenant’s certified public accounting firm 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 Direct Expenses set forth in any Statement within the Audit Period shall be waive Tenant’s 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 makes delivers such records available for examination. Such revised Statement shall be considered final, except as to matters to which exception is taken after examination of 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, and accordingly agrees that time is of the essence of this ParagraphTenant. If after such audit, Tenant takes exception still disputes such Direct Expenses, an audit to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, whose certification as to determine the proper amount shall be final made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) mutually and conclusive as between reasonably selected by Landlord and Tenant. Tenant shall promptly pay ; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying be as set forth in this Section 4.7, and Tenant hereby waives any and all other rights pursuant to Applicable Laws to audit such records and/or to contest the amount of Direct Expenses payable by 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.

Landlord’s Records. 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, 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 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 ninety (4590) 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 sixty (3060) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantBig Six accounting firm not then used by Landlord and approved by Tenant, 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 unless such certification determines that Tenant 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, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining 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 obligations are not 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 forty-five (45) days following the furnishing calculation 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 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained Excess set forth in the Statement as provided herein, Tenant may reasonably request. Landlord shall refer provide said documentation pertaining to the matter 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 accountantaccountant (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, whose certification as (B) shall not already be providing primary accounting services to Tenant and shall not have provided primary accounting 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 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, 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 final and conclusive as between made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant. Tenant shall promptly pay ’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 certification unless such certification determines 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 was overbilled Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. 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, 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 or its representative shall have the right to examine such 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 sixty (4560) 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 eitherShare, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty sixty (3060) days after 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 Landlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur ex expenses depends depend on the finality of such Statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, such accountant having no prior affiliation with Tenant or Landlord 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 unless such certification determines that Tenant was overbilled by more than 23%. 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.

Landlord’s Records. Throughout the Lease Term, Landlord shall maintain books and records respecting Taxes and Operating with respect to Direct Expenses and determine the same in accordance with sound generally accepted real estate accounting and management practices, consistently applied. Although Landlord shall maintain for a period of at least three (3) years following the end of the Expense Year to which they pertain, the books and records relating to all Direct Expenses for such Expense Year. Within one (1) year after receipt of a Statement by Tenant (the "Audit Period"), if Tenant disputes the amount of 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) 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), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the Statement at Landlord's corporate offices in the 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 contemplates (beyond the computation of Taxes applicable notice and Operating Expenses on a cash basiscure periods provided under this Lease), Landlord and (ii)Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement (but Tenant shall make reasonable and appropriate accrual adjustments be deemed to ensure that each calendar year, including the Base Years, includes substantially have paid the same recurring items"under protest"). Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied In connection with such audit, Tenant and Tenant's obligations are not materially adversely affectedcertified public accounting firm 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 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 its representative 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 examine dispute 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 revisions for a period of one hundred eighty (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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30180) days after Landlord makes delivers such records available for examination. Such revised Statement shall be considered final, except as to matters to which exception is taken after examination of 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, and accordingly agrees that time is of the essence of this ParagraphTenant. If after such audit, Tenant takes exception still disputes such Direct Expenses, an audit to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, whose certification as to determine the proper amount shall be final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant. Tenant shall promptly pay '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 Direct Expenses set forth in the particular Statement were overstated by more than three percent (3%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain accurate records respecting Taxes of Common Area Maintenance Costs, real estate taxes and Operating Expenses insurance premiums for which Tenant is required to reimburse Landlord. Tenant shall have the right, upon written notice, one time within twelve (12) months of the end of any calendar year, to inspect and determine audit all records of Landlord with respect to additional rent for that calendar year (provided, however, that Tenant's auditor shall not be working on a contingency fee basis), at Tenant's sole cost and expense (subject to reimbursement as provided below), which auditor may, after reasonable notice to Landlord and at reasonable times during business hours during the same sixty (60) day period immediately following the date of Tenant's notice, inspect at Landlord's offices Landlord's records with respect to the Common Area Maintenance Costs for the applicable calendar year, provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although breach or default under this Lease contemplates and Tenant has paid all amounts required to be paid under the computation of Taxes and Operating Expenses on a cash basisStatement. During such audit by Tenant, Landlord shall make reasonable also be allowed to review its records and appropriate accrual adjustments charge Tenant for properly reimbursable costs which were omitted in past billings by Landlord to ensure that each calendar year, including the Base Years, includes substantially Tenant for the same recurring itemsperiod being xxxxxxxx. If the resulting net amount of additional rent billed to Tenant during said calendar year is overstated by more than five percent (5%), and Landlord reserves reasonably approves 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 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 results of Tenant's Prorata Share audit, Landlord shall reimburse Tenant for the reasonable cost of eitherthe audit, by sending notice specifying such exception and the reasons therefor not to exceed Three Thousand Dollars ($3,000.00). Landlord no later than shall reimburse Tenant, within thirty (30) days after 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 receipt of and Landlord's records in reasonable approval of the foregoing manner 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 the foregoing times. Tenant acknowledges that thirty (30) days of receipt of and Landlord's ability to budget and incur expenses depends on reasonable approval of the finality results of the audit, for any net amount due Landlord as a result of such Statementaudit findings, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, 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 unless such certification determines that Tenant 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, subject to adjustment after any such exceptions are so resolvedwithout interest.

Landlord’s Records. 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, 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 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 sixty (4560) 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 eitherShare, by sending notice specifying such exception and the reasons therefor therefore to Landlord no later than thirty sixty (3060) days after 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 Landlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends depend on the finality of such Statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant mutually agreed upon by Landlord and Tenant, such accountant having no prior affiliation with Tenant or Landlord 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 unless such certification determines that Tenant was overbilled by more than 23%, 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 Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes and Project Operating Expenses Costs 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 obligations are not materially adversely affected. Tenant or its representative shall have the right to examine such records upon reasonable prior notice specifying such which records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept kept, by sending such notice no later than forty-five sixty (4560) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Project Operating Expenses, Costs or Landlord's ’s computation of Tenant's Prorata Xxxxxx’s Proportionate Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty forty-five (3045) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant Xxxxxx takes exception to any matter contained in the Statement as provided herein, Landlord and Tenant shall refer the matter to an independent certified public accountantaccountant with no current or past business ties to either of Landlord or Tenant (unless otherwise accepted by Landlord and Tenant), 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 certification, including, without limitation, any reasonable attorneys’ fees incurred by Landlord in connection therewith, unless such certification determines that Tenant was overbilled by more than 2five percent (5%) in the aggregate for the applicable year, 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 Prorata Share of Taxes and Operating Expenses ’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 considered final, except as to matters to which exception is taken in the manner and within the times specified herein.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining to ensure that each calendar year, including the Base Years, includes substantially calculation of the same recurring itemsExcess set forth in the Statement as Tenant may reasonably request. Landlord reserves shall provide said documentation pertaining to the right relevant Excess to change to a full accrual system of accounting so long as the same is consistently applied and Tenant within sixty (60) days after Tenant's obligations 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) 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 (C) shall not materially adversely affected. Tenant currently be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or its representative shall have 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 right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours Excess set forth in the Statement at Landlord's office 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 ExpensesProject, or Landlord's computation corporate offices in San Diego, 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 Prorata Share certified public accounting firm must agree in advance to follow Landlord's reasonable rules and procedures regarding an audit of eitherthe 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 sending notice specifying an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant's reasonable approval; provided that if such exception 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 reasons therefor to cost of such audit shall be paid for promptly by Landlord. If such audit reveals that Landlord no later than has overcharged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord makes shall reimburse Tenant the amount of such records overcharge. Conversely, if the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of such audit are made available for examinationto Tenant, Tenant shall reimburse Landlord the amount of such undercharge. Such Statement shall be considered final, except as Tenant hereby acknowledges that Tenant's sole right to matters to which exception is taken after examination of audit Landlord's records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth 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 Statementthis Section 4.6, and accordingly agrees that time is Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and conclusive as between Landlord and Direct Expenses payable by Tenant. Tenant shall promptly pay the cost of such 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 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.

Landlord’s Records. Landlord shall maintain records respecting Taxes and Project Operating Expenses Costs 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 obligations are not materially adversely affected. Tenant 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 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 such 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 place or places where such records are normally kept kept, by sending such notice no later than forty-five sixty (4560) days following the furnishing of the Statement. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period and may audit Landlord’s records with respect to any given calendar year only once. Tenant may take exception to matters included in Taxes or Project Operating Expenses, Costs or Landlord's ’s computation of Tenant's Prorata ’s Proportionate Share of either, by sending notice specifying such exception and the reasons therefor to Landlord (including any reports prepared by Tenant’s representative and any accompanying data) no later than thirty forty-five (3045) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant of Landlord’s choice, subject to Tenant’s reasonable approval, whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. If such certification determines that Project Operating Costs were overstated by less than five percent (5%) for the applicable year, Tenant shall promptly pay the cost of such certification unless certification. If such certification determines that Tenant was overbilled Project Operating Costs were overstated by five percent (5%) or more than 2%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 Prorata Share of Taxes and Operating Expenses ’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 considered final, except as to matters to which exception is taken in the manner and within the times specified herein.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining 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 obligations are not 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 forty-five (45) days following the furnishing calculation 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 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained Excess set forth in the Statement as provided herein, Tenant may reasonably request. Landlord shall refer provide said documentation pertaining to the matter 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 accountantaccountant (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, whose certification as (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 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 proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification unless such certification determines that Tenant was overbilled by more than 2%. Pending resolution of any such exceptions Excess set forth in the foregoing mannerStatement at Landlord's corporate offices in San Diego, California or Los Angeles, California, provided that (i) Tenant shall continue paying Tenant's Prorata Share of Taxes is not then in default under this Lease (beyond the applicable notice and Operating Expenses in cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the amounts determined by Landlordapplicable Estimate Statement and Statement, subject to adjustment after any such exceptions are so resolved.and

Landlord’s Records. 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, 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty ninety (3090) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, 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 certification, unless such certification determines that Tenant was overbilled by more than 2four percent (4%). 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.

Landlord’s Records. Landlord shall keep and maintain customary records respecting of all expenses incurred in connection with Operating Costs and Taxes and (“Operating Expenses and determine the same in accordance with sound accounting and management practicesCosts Records”). For one hundred eighty (180) days following Tenant’s receipt of an Annual Operating Statement, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basisupon no less than ten (10) business days’ written notice to Landlord, 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 obligations are not materially adversely affected. Tenant or its representative shall have the right to examine audit Landlord’s Operating Costs Records for the Expense Year for which the Annual Operating Statement was delivered, and upon Landlord’s receipt of such records upon reasonable prior notice specifying notice, Landlord shall make its Operating Costs Records for such records Expense Year available for audit on behalf of Tenant desires to examine, by a reputable firm of certified public accountants and/or real estate service professionals during normal regular business hours at the place Los Angeles, California offices of Landlord or places where if no such records are normally kept 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 sending Tenant and its auditor and/or real estate services firm acknowledging: (a) that the results of such notice audit (including any and all information with respect to 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 later more than forty-five two (452) business days. If Tenant does not dispute an Annual Operating Statement in writing within ninety (90) days following of Tenant’s receipt thereof, Tenant shall have irrevocably waived its right to dispute the furnishing determination/calculation of the Statement. Tenant may take exception to matters included in Operating Costs and Taxes or Operating Expenses, or Landlord's computation and the amount of Tenant's Prorata ’s Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after 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 Landlord's records set forth in the foregoing manner and within Annual Operating Statement in the foregoing timesprevious Calendar Year. Tenant acknowledges and understands, after having consulted with legal counsel, that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is purpose of the essence foregoing sentence is to shorten the period within which Tenant would otherwise have, under applicable law, to dispute the accuracy of this Paragraphthe Annual Operating Statement and the amount of Tenant’s Share. If Additionally: (i) any audit shall be limited to the prior Expense Year; (ii) no audit shall be permitted at any time while Tenant takes exception to any matter contained is in default in the Statement as provided hereinpayment of Rent; and (iii) no audit may be conducted by a subtenant at any time, Landlord shall refer nor by an assignee for any period during which such assignee was not in possession of the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and conclusive as between Landlord and TenantPremises. Tenant shall promptly pay reimburse Landlord, upon demand, for Landlord’s reasonable costs incurred in connection with the cost duplication or retrieval of such certification 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 such certification determines that Tenant was overbilled the audit reduces Operating Costs and Taxes by more than 2ten percent (10%) or more. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying bear all costs of retaining Tenant's Prorata Share ’s auditor unless the adjustment of Operating Costs and Taxes and Operating Expenses is reduced by ten percent (10%) or more in which case landlord shall reimburse all reasonable costs of the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolvedaudit.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on a cash basisAdditional Rent, Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of Operating Expenses set forth in the Statement as Tenant may reasonably request, and Landlord shall make reasonable and appropriate accrual adjustments a knowledgeable representative available to ensure that each calendar year, including a designated employee of Tenant to discuss Landlord’s determination of Operating Expenses set forth on the Base Years, includes substantially the same recurring itemsapplicable Statement. Landlord reserves shall provide such documentation and make a representative so available to Tenant within sixty (60) days after Tenant’s written request therefor and any discussions between Landlord’s representative and Tenant’s designated employee shall be non-binding on either party. Within one (1) year after receipt of a Statement by Tenant (the “Audit Period”), if Tenant disputes the amount of 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 (i) 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 Comparable Buildings, and (ii) is not working on a contingency fee basis), 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 Statement, which records shall be made generally available at Landlord’s offices, or otherwise in hard copy, in King County, Washington, provided that (a) Tenant is not then in monetary default under this Lease (beyond the applicable notice and cure periods provided under this Lease), and (b) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement. In connection with such audit, Tenant and Tenant’s 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. Tenant’s Auditor must complete the audit within ninety (90) days of Landlord making Landlord’s records available to Tenant and Tenant’s Auditor. Tenant’s failure to audit the amount of 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 change audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Direct Expenses, an audit to a full accrual system of accounting so long as determine the same is consistently applied proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) mutually and reasonably selected by Landlord and Tenant's obligations are not materially adversely affected. Tenant or its representative shall have ; provided that if such audit by the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examineAccountant proves that Direct Expenses set forth in the particular Statement were overstated by more than four percent (4%), during normal business hours at then the place or places where such records are normally kept by sending such notice no later than forty-five (45) days following the furnishing cost 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 Accountant and the reasons therefor 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 Landlord no later than Tenant such overpayment within thirty (30) days after 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 Landlord's records in following the foregoing manner and within determination by the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this ParagraphAccountant. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord Accountant shall refer the matter to an independent certified public accountant, 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 unless such certification determines determine that Tenant was overbilled by more than 2%. Pending resolution of any such exceptions in the foregoing mannerhas underpaid Direct Expenses due under this Lease, Tenant shall continue paying pay to Landlord the amount of such underpayment within thirty (30) days following the determination of the Accountant. Tenant hereby acknowledges that Tenant's Prorata Share ’s sole right to audit Landlord’s records and to contest the amount of Taxes Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Operating Tenant hereby waives any and all other rights pursuant to Applicable Laws to audit such records and/or to contest the amount of Direct Expenses in the amounts determined payable by Landlord, subject to adjustment after any such exceptions are so resolvedTenant.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and Operating Expenses provided that Tenant is not then in default under this Lease beyond the applicable notice and determine cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates is the computation subject of Taxes and Operating Expenses on a cash basisthe audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring itemssupporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord reserves the right shall provide said information 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 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 within sixty (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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (3060) days after Landlord makes such records available for examinationTenant’s written request therefor. Such Within one hundred eighty (180) days after receipt of a Statement shall be considered finalby Tenant (the “Audit Period”), except as to matters to which exception is taken after examination if Tenant disputes the amount of Landlord's records Direct Expenses set forth 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant (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, whose certification as (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 be then-providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Statement at Landlord’s corporate offices, 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 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 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 Direct Expenses, an audit to determine the proper amount shall be final and conclusive as between made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant. Tenant shall promptly pay ’s reasonable approval; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than four percent (4%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying be as set forth in this Section 4.7, 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Project Operating Costs, Taxes and Operating Expenses Insurance Costs and determine the same in accordance with sound accounting and management practicesGenerally Accepted Accounting Principles, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basisProvided Tenant is not in Default, 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 obligations are not materially adversely affected. 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 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 such which records Tenant desires to examine, during normal business hours at a time mutually agreed upon by Landlord and Tenant and at the place or places within the United States where such records are normally kept kept, by sending such notice no later than forty-five one hundred eighty (45180) days following the furnishing of the Statement. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period and may audit Landlord’s records with respect to any given calendar year only once. Tenant may take exception to matters included in Taxes or Project Operating Expenses, Costs or Landlord's ’s computation of Tenant's Prorata ’s Proportionate Share of either, by sending notice specifying such exception and the reasons therefor to Landlord (including any reports prepared by Tenant’s representative and any accompanying data) no later than thirty sixty (3060) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent (i.e., an accountant not previously employed by Landlord) certified public accountantaccountant of Landlord’s choice, subject to Tenant’s reasonable approval, 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 certification, including, without limitation, any reasonable attorneys’ fees incurred by Landlord in connection therewith, unless such certification determines that Tenant was overbilled Project Operating Costs were overstated by more than 2five percent (5%) in the aggregate for the applicable year, 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 Prorata Share of Taxes and Operating Expenses ’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 as required by Law. The Statement shall be considered final, except as to matters to which exception is taken in the manner and within the times specified herein.

Landlord’s Records. 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, including the Base Years, 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 payment obligation for Taxes or Operating Expenses over the entire Term is not materially adversely affectedincreased 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 place or places where such records are normally kept Building 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 Expenses Landlord's computation of Tenant's Prorata Share of eitherShare, 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 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord the parties shall refer the matter to an independent certified public accountantaccounting firm mutually designated by the parties (or if the parties cannot agree as to the accounting firm within thirty (30) days of Tenant's taking exception to such matters contained in the Statement, designated by Landlord, subject to the criteria that: (i) such accounting firm is a "Big 5" accounting firm, and (ii) Landlord shall not have had any business relationship with the accounting firm within the prior two (2) years), 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 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 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.

Landlord’s Records. 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 obligations are not 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an a mutually acceptable independent certified public accountant, 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 unless such certification determines that Tenant 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, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. 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 obligations are not 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, 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after 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 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, Statement and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, 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 unless such certification determines that Tenant 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, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. 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 This Lease contemplates the computation of Taxes and Operating Expenses on a full accrual basis. Landlord reserves the right to change to a cash basissystem of accounting and, in such event, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, 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 unless such certification determines that Tenant was overbilled by more than 2five percent (5%). 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.

Landlord’s Records. Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound generally accepted 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, 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 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 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 Prorata Pro Rata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty twenty (3020) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, 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 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 continue paying Tenant's Prorata Pro Rata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than one hundred eighty (180) days after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although economic default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes Additional Rent (whether or not a component thereof is the subject of the audit contemplated herein and Operating Expenses on a cash basiswhich payment may be paid under protest), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining to ensure that each calendar year, including the Base Years, includes substantially calculation of the same recurring itemsExcess set forth in the Statement as Tenant may reasonably request. Landlord reserves shall provide said documentation pertaining to the right relevant Excess to change 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 (the “Tenant CPA”) to the extent the Tenant CPA (A) is a full accrual system member of a nationally or regionally recognized certified public accounting so long as firm which has previous experience in auditing financial operating records of landlords of office buildings, and (B) shall not then be providing primary accounting and/or lease administration services to Tenant (C) is not working on a contingency fee basis [i.e., Tenant must be billed based on the same is consistently applied actual time and materials that are incurred by the certified public accounting firm in the performance of the audit], and (D) shall not, at the time Tenant hires such independent certified public accountant, already be 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 records 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 records with respect to the Excess set forth in the Statement at Landlord's corporate offices, provided that (i) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (ii) 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 obligations are not materially adversely affectedcertified 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 ./ -/// -22- XXXXXX REALTY, L.P. [ACADIA Pharmaceuticals Inc.] 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 or its representative within the Audit Period. Tenant's failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall have be deemed to be Tenant's approval of such Statement and Tenant, thereafter, waives the right or ability to examine audit the amounts set forth in such records upon reasonable prior notice specifying Statement absent fraud or material manifest error. If after such records audit, Tenant desires still disputes such Excess, an audit to examinedetermine the proper amount shall be made by an independent certified public accountant (the "Accountant") mutually and reasonably selected by Landlord and Tenant; 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%), during normal business hours at then the place or places where such records are normally kept by sending such notice no later than forty-five (45) days following the furnishing cost of the Statement. Accountant, the cost of the Tenant may take exception CPA and the cost of such audits shall be paid for solely by Tenant, (y) by an amount from two percent (2%) to matters included in Taxes or Operating Expensesfive 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 Landlord's computation (z) by more than five percent (5%), then the cost of Tenant's Prorata Share the Accountant, the reasonable cost of either, by sending notice specifying such exception the Tenant CPA and the reasons therefor to cost of such audits shall be paid for solely by Landlord. If such audit reveals that Landlord no later than has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord makes shall reimburse to Tenant the amount of such records 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 for examinationto Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Such Statement shall be considered final, except as Tenant hereby acknowledges that Tenant's sole right to matters to which exception is taken after examination of audit Landlord's records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth 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 Statementthis Section 4.6, and accordingly agrees that time is Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and conclusive as between Landlord and Direct Expenses payable by Tenant. Tenant shall promptly pay the cost of such 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 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.

Landlord’s Records. 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 available in Chicago, Illinois all of the books and appropriate accrual adjustments records respecting Taxes, Operating Expenses, Tenant’s 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 ensure that each 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, including the Base Yearsshall so elect, 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. then Tenant or its representative shall have the right to examine the Records for such records calendar year and to meet with the individuals responsible for preparing and maintaining such Records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place such location as Landlord shall designate in Chicago, Illinois. Any representative retained by Tenant shall be a mid-sized or places where larger recognized, independent certified public accounting firm (or, if it is then customary for real estate services firms to provide such records are normally kept by sending services on behalf of tenants of comparable office buildings in downtown Chicago, such notice no later representative of Tenant may be a real estate services firm with one or more certified public accountants on staff (other than forty-five (45) days following the furnishing a real estate services firm which, as its primary business, performs audits of the Statementoperating 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 or Taxes, Operating Expenses, Expenses or Landlord's computation of Tenant's Prorata Share of either’s xxxxxxxx to Tenant therefor, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty the date that is the later of: (30i) ninety (90) days after Landlord Landlord, after receipt of a Records Examination Request, makes all such records Records for the applicable calendar year available for examination. Such , and (ii) the date that is one (1) year after Tenant’s receipt of the applicable Statement (and Tenant and its representatives shall be considered finalhave 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 is taken after examination to the items of Landlord's records in Taxes and/or Operating Expenses (as the case may be) for which Tenant was overbilled (and, for the purpose of applying the foregoing manner 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 from such date on which the Statements for such two (2) preceding years are deemed to have been issued to Tenant within which to review such Records for such two (2) years and within to take exception to the foregoing timesitems of Taxes and/or Operating Expenses (as applicable) therein. In any event, Tenant acknowledges that Landlord's ’s ability to budget and incur expenses depends on the finality of such StatementStatements, and accordingly agrees that time is of the essence of this ParagraphParagraph 3(I). If Tenant takes exception to any matter contained in the 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 refer the matter to be resolved by an independent third party arbitrator selected by Landlord and Tenant who is a certified public accountant, whose certification as accountant from a large or mid-size 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 proper amount 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 final and conclusive as between 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 parties. Tenant shall promptly pay all of the cost costs of Tenant’s accountant/auditor associated with such certification examination and dispute, unless such certification determines it is finally determined that Tenant was overbilled with respect to either of Operating Expenses or Taxes by more than 2three percent (3%) thereof (considering each separately), in which case (in addition to reimbursing Tenant for the amount so overbilled) Landlord shall pay the reasonable costs of Tenant’s accountant/auditor with respect to the 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 for the Operating Expenses and/or Taxes (as applicable) in question was delivered by Landlord to Tenant (or, if not timely delivered by Landlord, the date that such Statement was required to be delivered by Landlord to Tenant pursuant to the terms hereof), or (Y) the date on which the overpayment in question was made by Tenant, and ending on the date on which Tenant is fully reimbursed for Tenant’s overpayment thereof. 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 manner provided herein (and based on Landlord’s Statements therefor), subject to adjustment after any such exceptions are so resolved. Any 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). Landlord and Tenant further agree that, to the extent that a monetary Default exists at the time that Landlord is required to provide any payment or reimbursement to Tenant under this Paragraph 3(I), Landlord shall have the right to offset the amount of such payment or reimbursement against the amount of such monetary Default (including any costs incurred by Landlord relative thereto which are chargeable to Tenant pursuant to Article 22 hereof).

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses provided that Tenant is not then in default under this Lease beyond the applicable notice and determine cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates is the computation subject of Taxes and Operating Expenses on a cash basisthe audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring itemssupporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord reserves the right shall provide said documentation 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 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 within sixty (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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (3060) days after Landlord makes such records available for examinationTenant's written request therefor. Such Within one hundred eighty (180) days after receipt of a Statement shall be considered finalby Tenant (the "Audit Period"), except as to matters to which exception is taken after examination if Tenant disputes the amount of Landlord's records Direct Expenses set forth 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant (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, whose certification as (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 accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the Statement at Landlord's corporate offices, 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 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 Direct Expenses, an audit to determine the proper amount shall be final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant. Tenant shall promptly pay 's reasonable approval; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound generally accepted accounting and management practices, consistently applied. Although this Lease contemplates Provided no uncured Default then exists, after receiving an annual Statement and giving Landlord thirty (30) days prior written notice thereof, Tenant may inspect or audit Landlord's records relating to Operating Expenses for the computation period of Taxes and time covered by such Statement in accordance with the following provisions. If Tenant fails to object to the calculation of Operating Expenses on a cash basisan annual Statement within sixty (60) days after the Statement has been delivered to Tenant or if Tenant fails to conclude its audit or inspection within ninety (90) days after the Statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of Operating Expenses for the year in question and the calculation of 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 aggregate, in which case Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year, including pay 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 obligations are not 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 forty-five (45) days following the furnishing of the Statementaudit cost. Tenant may take exception not conduct an inspection or have an audit performed more than once during any calendar year. If such inspection or audit reveals that an error was made in the Operating Expenses previously charged to matters included in Taxes or Operating ExpensesTenant, then Landlord shall refund to Tenant any overpayment of such costs, or Landlord's computation of Tenant's Prorata Share of either, by sending notice specifying such exception and the reasons therefor Tenant shall pay to Landlord no later than any underpayment of such costs, as the case may be, within thirty (30) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenantnotification thereof. Tenant shall promptly pay maintain the cost results of each such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection other than an independent firm of certified public accountants with at least ten (10) years of experience reviewing office building expense reconciliations: (1) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such certification unless such certification determines that Tenant was overbilled by more than 2%. Pending resolution of any such exceptions in the foregoing manner, audit or inspection (and Tenant shall continue paying deliver the fee agreement or other similar evidence of such fee agreement to Landlord upon request), and (2) which agrees with Landlord in writing to maintain the results of such audit or inspection confidential. Nothing in this section shall be construed to limit, suspend, or xxxxx Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlordobligation to pay Rent when due, subject to adjustment after any such exceptions are so resolvedincluding Additional Rent.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant’s written request given not more than one hundred eighty (180) days after Tenant’s receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although economic default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes Additional Rent (whether or not a component thereof is the subject of the audit contemplated herein and Operating Expenses on a cash basiswhich payment may be paid under protest), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining to ensure that each calendar year, including the Base Years, includes substantially calculation of the same recurring itemsExcess set forth in the Statement as Tenant may reasonably request. Landlord reserves shall provide said documentation pertaining to the relevant Excess to Tenant within sixty (60) days after Txxxxx’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 (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 then be providing primary accounting and/or lease administration services to Tenant (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, at the time Tenant hires such independent certified public accountant, already be 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 records 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 records with respect to the Excess set forth in the Statement at Landlord’s corporate offices, provided that (i) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (ii) 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 ./ -/// -22- KXXXXX RXXXXX, L.P. [ACADIA Pharmaceuticals Inc.] 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 change audit the amounts set forth in such Statement absent fraud or material manifest error. If after such audit, Tenant still disputes such Excess, an audit to a full accrual system of accounting so long as determine the same is consistently applied proper amount shall be made by an independent certified public accountant (the “Accountant”) mutually and reasonably selected by Landlord and Tenant's obligations are not materially adversely affected. Tenant or its representative shall have ; provided that if such audit by the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examineAccountant proves that the Direct Expenses in the subject Expense Year were overstated (x) by less than two percent (2%), during normal business hours at then the place or places where such records are normally kept by sending such notice no later than forty-five (45) days following the furnishing cost of the Statement. Accountant, the cost of the Tenant may take exception CPA and the cost of such audits shall be paid for solely by Txxxxx, (y) by an amount from two percent (2%) to matters included in Taxes or Operating Expensesfive 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 Landlord's computation (z) by more than five percent (5%), then the cost of Tenant's Prorata Share the Accountant, the reasonable cost of either, by sending notice specifying such exception the Tenant CPA and the reasons therefor to Landlord no later than cost of such audits shall be paid for solely by Landlord. If such audit reveals that Lxxxxxxx has over-charged Txxxxx, then within thirty (30) days after 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 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 results of such Statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception audit are made available to any matter contained in the Statement as provided hereinLandlord, Landlord shall refer reimburse to Tenant the matter to an independent certified public accountant, 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 unless such certification determines over-charge. Conversely, if the audit reveals that the Tenant was overbilled by more than 2%. Pending resolution under-charged, then within thirty (30) days after the results of any such exceptions in the foregoing manneraudit are made available to Tenant, Tenant shall continue paying Tenant's Prorata Share reimburse to Landlord the amount of Taxes such under-charge. Tenant hereby acknowledges that Txxxxx’s sole right to audit Landlord’s records and Operating 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 amounts determined amount of Direct Expenses payable by Landlord, subject to adjustment after any such exceptions are so resolvedTxxxxx.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining 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 obligations are not 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 forty-five (45) days following the furnishing calculation 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 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained Excess set forth in the Statement as provided herein, Tenant may reasonably request. Landlord shall refer provide said documentation pertaining to the matter 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 accountantaccountant (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, whose certification as (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 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, 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 final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant. Tenant shall promptly pay '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 certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and Operating Expenses provided that Tenant is not then in default under this Lease beyond the applicable notice and determine cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates is the computation subject of Taxes and Operating Expenses on a cash basisthe audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring itemssupporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord reserves the right shall provide said documentation 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 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 within sixty (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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (3060) days after Landlord makes such records available for examinationTenant’s written request therefor. Such Within one hundred eighty (180) days after receipt of a Statement shall be considered finalby Tenant (the “Audit Period”), except as to matters to which exception is taken after examination if Tenant disputes the amount of Landlord's records Direct Expenses set forth 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant or experienced auditing firm (which accountant or auditing firm (A) has previous experience in auditing financial operating records of landlords of office buildings, whose certification as (B) 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 (C) shall not currently or in the future be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Statement at Landlord’s corporate offices, 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 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 Direct Expenses, an audit to determine the proper amount shall be final and conclusive as between made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant. Tenant shall promptly pay ’s reasonable approval; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant’s sole right to audit Landlord’s records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than one hundred twenty (120) days after Xxxxxx's receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. Although provided that no Event of Default is then occurring under this Lease contemplates the computation of Taxes and Operating Expenses on a cash basisLease, Landlord shall make furnish Tenant with such reasonable supporting documentation as Tenant may reasonably request 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 appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring itemsextent such supporting documentation is reasonably required to substantiate Direct Expenses charged to Tenant). Landlord reserves shall provide said documentation to Tenant within sixty (60) days after Xxxxxx's written request therefor. Within one hundred twenty (120) days after Xxxxxx's receipt of a Statement for a particular Expense Year (the right "Audit Period"; provided that if and to change 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 full accrual system day for day basis for each such day of accounting so long as delay in Landlord's delivery of such supporting documentation), if Tenant disputes the same is consistently applied calculation of Direct Expenses set forth in such Statement, an independent certified public accountant designated and paid for by Tenant ("Tenant's obligations are not materially adversely affectedAccountant"), 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 or its representative shall have the right to examine conduct such records upon reasonable prior notice specifying such records Tenant desires to examineReview if (i) a monetary Event of Default is then occurring under this Lease, during normal business hours at including, without limitation, the place or places where such records are normally kept payment by sending such notice no later than forty-five (45) days following the furnishing Tenant of all Additional Rent amounts described in the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation which is the subject of Tenant's Prorata Share Review, which payment, at Tenant's election, may be made under dispute, and (ii) a copy of either, by sending notice specifying such exception the audit agreement between Xxxxxx and the reasons therefor Xxxxxx's Accountant has not been delivered to Landlord no later prior to the commencement of the audit. Tenant's Accountant must (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 be retained on a contingency fee basis (i.e., Tenant must be billed based on the actual time and materials that are incurred by Tenant's Accountant in the performance of the audit), and (C) not currently or within the previous twenty-four (24) month period be providing accounting and/or lease administration services to another tenant in the Project in connection with a review or audit by such other tenant of 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, if and to the extent practicable. Tenant shall provide Landlord with not less than thirty (30) days after days' notice of its desire to conduct such Tenant Review. In connection with such Tenant Review, Tenant and Xxxxxx's Accountant must agree in advance to follow Landlord's reasonable rules and procedures regarding an audit of the aforementioned Landlord makes such records available for examinationthat 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 the Tenant Review. Such Statement Any audit report prepared by Xxxxxx's Accountant shall be considered final, except as delivered concurrently to matters to which exception is taken after examination of Landlord's records in the foregoing manner Landlord and Tenant within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this ParagraphAudit Period. If after such audit, Tenant takes exception still disputes such Direct Expenses, an audit to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, whose certification as to determine the proper amount shall be final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Neutral Accountant") mutually selected by Landlord and Tenant that has not previously represented Landlord or Tenant. Tenant shall promptly pay ; 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 such certification unless such certification determines that the Neutral Accountant and the out-of-pocket cost of Xxxxxx's Accountant shall be paid for by Landlord. If Landlord and Tenant was overbilled by more than 2%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. Pending If the resolution of any such exceptions in the foregoing manner, parties' dispute with regard to the Additional Rent shown on the Statement (as determined by Tenant shall continue paying Tenant's Prorata Share of Taxes Review and Operating Expenses in the amounts determined accepted by Landlord, subject or as determined by the Neutral Accountant, if applicable) reveals an error in the calculation of Xxxxxx's Share of Direct Expenses to adjustment after 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 exceptions 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 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 resolvedprevented 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 Xxxxxxxx's records and to contest the amount of Direct Expenses 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 Laws to audit such records and/or to contest the amount of Direct Expenses with respect to any Expense Year.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates beyond the computation applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining to ensure that each calendar year, including the Base Years, includes substantially calculation of the same recurring itemsExcess set forth in the Statement as Tenant may reasonably request. Landlord reserves shall provide said documentation pertaining to the right relevant Excess 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than within thirty (30) days after Tenant's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the "Audit Period"), Tenant shall have the right, within the Audit Period, after reasonable notice to Landlord makes such records available for examination. Such Statement shall be considered finaland at reasonable times, except as to matters 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 which exception is taken after examination complete an audit of Landlord's records in with respect to 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained Excess set forth in the Statement as at Landlord's corporate offices, provided hereinthat (i) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), Landlord shall refer (ii) Tenant has paid all amounts required to be paid under the matter to an independent applicable Estimate Statement and Statement (however, Tenant may pay such amounts under protest), and (iii) a copy of the audit agreement between Tenant and its particular certified public accountant, whose certification as accounting firm has been delivered to Landlord prior to the proper amount commencement of the audit. Such audit by the Accountant shall be final and conclusive as between 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 the Accountant 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 the Accountant shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant's failure to audit the any Expenses set forth in a 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 such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall promptly reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such certification audit unless it is subsequently determined that Landlord's original Statement which was the subject of such certification determines that audit was in error to Tenant's disadvantage by five percent (5%) or more of the total Operating Expenses which was the subject of such audit. The payment by Tenant was overbilled by more than 2%. Pending resolution of any such exceptions 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 foregoing manner, amount of Direct Expenses shown thereon. 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 continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain during the Term complete and accurate books of account and records respecting Taxes and Operating Expenses and determine the same 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 fiscal year, and management practicesprovided that Tenant is not then in Default, consistently applied. Although this Lease contemplates specifically including, but not limited to, the computation timely payment of Taxes and Operating Expenses on Additional Rent (whether or not a cash basiscomponent thereof is the subject of the audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments supporting documentation pertaining to ensure that each calendar year, including the Base Years, includes substantially calculation of the same recurring itemsDirect Expenses payable by Tenant as set forth in the Statement as Tenant may reasonably request. Landlord reserves shall provide said documentation pertaining to the relevant Direct Expenses to Tenant within sixty (60) days after Tenant’s written request therefor. Within sixty (60) days after Landlord’s delivery of all of such supporting documentation (the "Audit Period"), if Tenant disputes the amount of the Direct Expenses payable by Tenant set forth in the Statement, 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 Direct Expenses payable by Tenant set forth in the Statement, provided that (i) Tenant is not then in 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 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 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 change audit the amounts set forth in such Statement. If after such audit, Tenant still disputes the Direct Expenses payable by Tenant, an audit to a full accrual system of accounting so long as determine the same is consistently applied 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 obligations are not materially adversely affected’s reasonable approval. Tenant or its representative shall have the hereby acknowledges that Tenant’s sole right to examine audit Landlord’s records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Paragraph 5(i), and Tenant hereby waives any and all other rights pursuant to applicable law to audit such records upon reasonable prior notice specifying such records Tenant desires and/or to examine, during normal business hours at contest the place or places where such records are normally kept amount of Direct Expenses payable by sending such notice no later than forty-five (45) days following the furnishing of the StatementTenant. Tenant may take exception to matters included in Taxes or Operating Expenses, or If Landlord's computation of Tenant's Prorata Share of eitherStatement is ultimately determined to be in error, by sending notice specifying such exception and the reasons therefor to Landlord no later than within thirty (30) days after such determination, Landlord makes such records available for examination. Such Statement shall will reimburse to Tenant, or Tenant will pay to Landlord, any amount which may be considered final, except determined to have been due as to matters to which exception is taken after examination of 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, and accordingly agrees that time is a result of the essence of this Paragraph. If Accountant’s audit; additionally, if Landlord is determined to have overcharged Tenant takes exception to any matter contained in the Statement as provided hereinfor Direct Expenses by five percent (5%) or more, Landlord shall refer reimburse Tenant within thirty (30) days following such determination for the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the reasonable cost of such 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 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 resolvedAccountant (which cost may not be included as a Direct Expense).

Landlord’s Records. 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 obligations are not 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 forty-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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, 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 unless such certification determines that Tenant shall 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, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. 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 Upon Tenant's obligations are written request given not 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later more than thirty (30) days after Landlord makes Tenant's receipt of a "Statement" for a particular "Expense Year" (as such records available for examination. Such Statement shall be considered finalterms are defined in Sections 1.3.1 and 1.1.3, except as respectively, of Exhibit C attached to matters to which exception is taken after examination of 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 Statementthis Lease), and accordingly agrees provided that time Tenant is of not then in default under this Lease beyond the essence of applicable notice and cure period provided in this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided hereinLease, Landlord shall refer furnish Tenant with such reasonable supporting documentation in connection with Direct Expenses included within such Statement as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant's written request therefor. Within ninety (90) days after receipt of a Statement by Tenant (the matter to "Audit Period"), if Tenant disputes the amount of Direct Expenses set forth in the Statement, an independent certified public accountantaccountant 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, whose certification as Inc.] (which accountant (A) is a member of a nationally or regionally recognized certified public accounting firm which has previous experience in reviewing financial operating records of landlords of 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 accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the Statement at Landlord's corporate offices, provided Tenant is not then in default under this Lease (beyond any applicable notice and cure periods). 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 the audit of Landlord's 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 dispute and/or audit the amount of 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 Direct Expenses, an audit to determine the proper amount shall be final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant. Tenant shall promptly pay 's reasonable approval; provided that if such audit by the Accountant proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such certification unless such certification determines audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant was overbilled Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying be as set forth in this Section 4.3, 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same Provided Tenant is not in accordance with sound accounting and management practicesDefault, 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 obligations are not materially adversely affected. Tenant or its representative shall agent experienced in auditing such records (which may not be compensated on a contingency basis) will, not more than one (1) time during any twelve (12) month period with respect to the immediately preceding calendar year only, have the right to examine such 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 months of December or April or during Landlord’s fiscal year end, if other than December 31) specifying such which records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept kept, by sending such notice no later than forty-five sixty (4560) 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, ’s Cost Allocation by sending notice specifying such exception and the reasons therefor to Landlord (including any reports prepared by Xxxxxx’s representative and any accompanying data) no later than thirty (30) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided hereinherein and Landlord and Tenant disagree as to the exception following reasonable good faith discussions, Tenant and/or Landlord shall may refer the matter to an independent certified public accountantaccountant (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), whose certification as to the proper amount shall will be final and conclusive as between Landlord and Tenant. Tenant shall will promptly pay the cost of such certification unless such certification determines that Tenant was overbilled certification, including, without limitation, any reasonable fees incurred by more than 2%Landlord in connection therewith. Pending resolution of any such exceptions in the foregoing manner, Tenant shall will continue paying Tenant's Prorata Share of Taxes and Operating Expenses ’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 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 manner and within the times specified herein. Notwithstanding anything to the contrary contained hereinabove, any audit report prepared by Xxxxxx’s certified public accounting firm will be delivered concurrently to Landlord and Tenant.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses provided that Tenant is not then in default under this Lease beyond the applicable notice and determine cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates is the computation subject of Taxes and Operating Expenses on a cash basisthe audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring itemssupporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord reserves shall provide said documentation 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 right "Audit Period"), if Tenant disputes the amount of 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 change 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 full accrual system 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, to the actual then current knowledge of Tenant, then currently be providing accounting so long as and/or lease administration services to another tenant in the same Building and/or the Project in connection with a review or audit by such other tenant of Direct 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 records with respect to the Statement at Landlord's corporate offices, provided that (i) Tenant is consistently applied 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 obligations are not materially adversely affectedcertified 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. Tenant or its representative shall have use commercially reasonable efforts to cause any audit report prepared by Tenant's certified public accounting firm (“Tenant’s Accountant”) to be delivered substantially concurrently to Landlord and Tenant within the Audit Period. Tenant's failure to audit the amount of 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 examine audit the amounts set forth in such records upon Statement. If after such audit, Tenant still disputes such Direct 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 prior notice specifying approval; provided that if such records audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than [***], then the commercially reasonable cost of the Accountant in connection with such audit shall be paid for by Landlord and Tenant desires to examineshall 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, during normal business hours the amount of such overpayment (plus interest at the place Interest Rate) shall be credited against Tenant’s subsequent installment obligations to pay Additional Rent or, if this Lease has terminated 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. expired, paid in lawful money to 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 within thirty (30) days after Landlord makes the determination of overpayment is delivered to Landlord. In the event that such records available results show that Tenant has underpaid its obligations for examination. Such Statement a preceding period, the amount of such underpayment (plus interest at the Interest Rate) shall be considered finalpaid by Tenant to Landlord with the next succeeding installment obligation of Additional Rent or, except as if this Lease has terminated or expired, in lawful money within thirty (30) days after the determination of underpayment is delivered to matters Tenant. Tenant hereby acknowledges that Tenant's sole right to which exception is taken after examination of audit Landlord's records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth 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 Statementthis Section 4.6, and accordingly agrees that time is Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and conclusive as between Landlord and Direct Expenses payable by Tenant. Tenant shall promptly pay the cost of such 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 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.

Landlord’s Records. Landlord shall maintain books and records respecting Taxes and Operating of Direct 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 obligations are not 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 forty-five (45) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating ExpensesLandlord's, or Landlord's computation of property manager's, office in San Diego, California. Upon Tenant's Prorata Share written request given not more than six (6) months after Tenant's receipt of eithera Statement for a particular Expense Year, by sending and provided that Tenant is not then in default under this Lease beyond the applicable notice specifying and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such exception and the reasons therefor reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said documentation to Landlord no later than Tenant within thirty (30) days after Tenant's written request therefor. Within sixty (60) days after receipt of said documentation from Landlord makes such records available for examination. Such Statement shall be considered final(the "Audit Period"), except as to matters to which exception is taken after examination if Tenant disputes the amount of Landlord's records Direct Expenses set forth 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant (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, whose certification and (B) 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]) 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 records with respect to Direct Expenses for the Expense Year in question at Landlord's corporate offices, 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) Tenant 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 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 as soon as reasonably practicable following the completion thereof. Tenant's failure to audit the amount of 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 Direct Expenses, an audit to determine the proper amount shall be final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant. Tenant shall promptly pay 's reasonable approval; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such certification unless audit shall be paid for by Landlord and such certification determines 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 was overbilled Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. 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, 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 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty (30) days after 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 Landlord's records in 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, . Landlord shall refer the matter to an independent certified public accountant, 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 unless such certification determines that Tenant was overbilled by more than 2%. , Pending resolution of any such exceptions in 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.

Landlord’s Records. Landlord shall maintain records respecting Taxes and Project Operating Expenses Costs 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 basisProvided Tenant is not in Default, 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 obligations are not materially adversely affected. 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 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 such which records Tenant desires to examine, during normal business hours at a time mutually agreed upon by Landlord and Tenant and at the place or places where such records are normally kept kept, by sending such notice no later than forty-five sixty (4560) days following the furnishing of the Statement. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period and may audit Landlord’s records with respect to any given calendar year only once, with each such review being inclusive of follow-up questions by Xxxxxx and requests by Xxxxxx for additional records and information related to such review (provided all follow up is completed within the review period). Tenant may take exception to matters included in Taxes or Project Operating Expenses, Costs or Landlord's ’s computation of Tenant's Prorata Xxxxxx’s Proportionate Share of either, by sending notice specifying such exception and the reasons therefor to Landlord (including any reports prepared by Xxxxxx’s representative and any accompanying data) no later than thirty ninety (3090) days after 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 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant Xxxxxx takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant of Landlord’s choice, subject to Tenant’s reasonable approval, 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 certification, including, without limitation, any reasonable attorneys’ fees incurred by Landlord in connection therewith, unless such certification determines that Tenant was overbilled Project Operating Costs were overstated by more than 2five percent (5%) in the aggregate for the applicable year, 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 Prorata Share of Taxes and Operating Expenses ’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 considered final, except as to matters to which exception is taken in the manner and within the times specified herein.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than one (1) year after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses and determine the same provided that Tenant is not then in accordance with sound accounting and management practices, consistently applied. Although default under this Lease contemplates with respect to the computation payment of Taxes Base Rent and/or Direct Expenses beyond applicable notice and Operating Expenses on a cash basiscure periods, Landlord shall make furnish Tenant with all reasonable supporting documentation in Landlord’s possession and appropriate accrual adjustments control pertaining to ensure that each calendar year, including the Base Years, includes substantially calculation of the same recurring itemsExcess set forth in the Statement as Tenant may reasonably request. Landlord reserves shall provide said documentation pertaining to the right relevant Excess 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than within thirty (30) days after Tenant's written request therefor. Within one (1) 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 employee of Tenant with appropriate experience and financial responsibility within Tenant’s business or an independent, certified public accounting firm or other qualified financial consultant designated and reasonably approved by Landlord makes such records available and paid for examination. Such Statement shall be considered finalby Tenant (but in any event, except as not on a contingency fee basis), may, after reasonable notice to matters to which exception is taken after examination of Landlord and at reasonable times, audit Landlord's records in with respect to 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained Excess set forth in the Statement at Landlord's corporate offices, provided that Tenant is not then in default with respect to the payment of Base Rent and/or Direct Expenses under this Lease and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be (provided hereinthat Tenant may pay such amounts under protest). Tenant shall also have the right to review and dispute Direct Expenses for each Base Year in connection with Tenant’s review of any Expense Year after the applicable Base Year, but in no event later than the deadline for reviewing the 2021 Expense Year. In connection with such inspection, Tenant and Tenant's agents must agree in advance to follow Landlord's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall refer execute a commercially reasonable confidentiality agreement regarding such audit. Tenant's failure to audit the matter 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 independent certified public accountant, whose certification as audit to determine the proper amount shall be final made, at Tenant'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 conclusive as between subject to Tenant's reasonable approval, and such determination by the Accountant shall be binding on Landlord and Tenant; provided that if the final determination ( as agreed upon by the parties or as determined by the Accountant) proves that Direct Expenses were overstated by more than three percent (3%), then the cost of the Accountant and the cost of such 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 sole right to audit Landlord's records and to contest the cost amount of such certification unless such certification determines that Tenant was overbilled Direct Expenses payable by more than 2%. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying 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 books and records and/or to contest the amount of Direct Expenses payable by 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.. ARTICLE 5

Landlord’s Records. Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound generally accepted accounting and management practicesprinciples, 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, 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 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 forty-five ninety (4590) 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 within thirty (30) days after Tenant completes its audit, but in no event later than ninety (90) days after Landlord makes such records available for examinationfurnishes the Statement. Such Statement shall be considered final, except as to matters to which exception is taken after examination of 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, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccounting firm designated by Landlord, which firm shall not have prepared the Statement, 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 unless such certification determines that Tenant was overbilled by more than 2three 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 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 performs an audit of Landlord's books and records regarding such tenant's prorata share of Taxes or Operating Expenses, and such audit reveals that Landlord made an error in the computation of an item of Taxes or Operating Expenses, and provided that (1) such error was not de minimis, and (2) tenants of the Building, including Tenant, pay their Prorata Share of the item of Taxes or Operating Expenses 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. 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 This Lease contemplates the computation of Taxes and Operating Expenses on a full accrual basis. Landlord reserves the right to change to a cash basissystem of accounting and, in such event, 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 obligations are not 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 forty-five ninety (4590) 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 therefore to Landlord no later than thirty sixty (3060) days after 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 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, and accordingly agrees that time is of the essence of this ParagraphSection. If Tenant takes exception to any matter contained in the Statement such records as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant reasonably acceptable to Tenant, 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 unless such certification determines that Tenant was overbilled by more than 2three percent (3%). Landlord shall 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, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes Upon Tenant's written request given not more than six (6) months after Tenant's receipt of a Statement for a particular Expense Year, and Operating Expenses provided that Tenant is not then in default under this Lease beyond the applicable notice and determine cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates is the computation subject of Taxes and Operating Expenses on a cash basisthe audit contemplated herein), Landlord shall make furnish Tenant with such reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring itemssupporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord reserves the right shall provide said documentation 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 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 Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than within thirty (30) days after Tenant's written request therefor. Within ninety (90) days after receipt of said documentation from Landlord makes such records available for examination. Such Statement shall be considered final(the "Audit Period"), except as to matters to which exception is taken after examination if Tenant disputes the amount of Landlord's records Direct Expenses set forth 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 accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccountant (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, whose certification and (B) 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]) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to Direct Expenses for the Expense Year in question at Landlord's corporate offices in San Diego, 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 as soon as reasonably practicable following the completion thereof. Tenant's failure to audit the amount of 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 Direct Expenses, an audit to determine the proper amount shall be final and conclusive as between made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant. Tenant shall promptly pay 's reasonable approval; provided that if such audit by the Accountant proves that Direct Expenses set forth in the particular Statement were overstated by more than five percent (5%), then the cost of the Accountant and the cost of Tenant’s audit shall be paid for by Landlord and such certification unless payment by Landlord shall not be subject to reimbursement by Tenant through Direct Expenses or otherwise. In the event that such certification determines that Tenant was overbilled by more than 2%. Pending resolution audit reveals an overstatement of any amount, Landlord shall promptly remit such exceptions 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 foregoing mannerAccountant, Landlord or Tenant, as appropriate, shall pay to the other the amount shown owing by the Accountant. Tenant hereby acknowledges that Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by Tenant shall continue paying 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's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

Landlord’s Records. Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, and 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, including the Base Years, 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 ’s obligations are not materially adversely affected. Tenant or its representative shall have the right to examine such records 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 ninety (4590) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's ’s computation of Tenant's ’s Prorata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than thirty sixty (3060) days after Landlord makes such records available for Tenant’s examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of Landlord's ’s records in the foregoing manner and within the foregoing timestimes or except for manifest error or fraud. Tenant acknowledges that Landlord's ’s ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord shall refer the matter to an independent certified public accountantaccounting firm designated by Landlord, 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 unless such certification determines that Tenant was overbilled by more than 2five percent (5%) in the aggregate, in which event Landlord shall pay the reasonable cost of such 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 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 ’s Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.