Common use of Review of Landlord’s Statement Clause in Contracts

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's ’s Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's ’s Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's ’s Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's ’s Statement. Except as expressly set forth in subsection (C) below, 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 ’s obligation to make all payments of Base Rent and all payments of Tenant's ’s Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's ’s Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's ’s Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's ’s manager's ’s corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standingstanding that is not being compensated on a contingency fee basis. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. If requested by Landlord, Tenant shall require its employees or agents inspecting Landlord’s books and records to sign Landlord’s confidentiality agreement as a condition of Landlord making Landlord’s relevant accounting records available to them. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's ’s Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's ’s actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04Paragraph 4 of this Exhibit “E”, Tenant shall have the right, once each calendar yearat Tenant’s sole cost and expense, to reasonably review Landlord’s supporting data books and records (at Landlord’s manager’s corporate offices) for any portion of the Property Taxes or Insurance for a particular Expense Year covered by Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) ’s Statement. Tenant shall, within ten ninety (1090) business days after any such Landlord's ’s Statement is delivereddelivered to Tenant, deliver a written notice (a “Dispute Notice”) to Landlord specifying the portions of items described in the Landlord's ’s Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts (if any) remaining due from Tenant to Landlord as specified in the Landlord's ’s Statement. Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 Paragraph 4 of this Exhibit “E” may only be exercised once for each Expense Year covered by any Landlord's ’s Statement, and if Tenant fails to deliver a Dispute Notice within the ninety (90) day period described above or fails to meet any of the other above conditions as a prerequisite to the of exercise of such right, the right of Tenant under this Section 4.04 for to audit a particular Landlord's ’s Statement (and all of Tenant’s rights to make any claim relating thereto) under this Paragraph 4 of this Exhibit “E” shall automatically be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any waived by Tenant. Any review of records under this Section 4.04 Paragraph 4 of this Exhibit “E” shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standingstanding which are not compensated on a contingency fee or similar basis relating to the results of such audit. Tenant acknowledges and agrees that any records of Landlord reviewed under this Section 4.04 Paragraph 4 of this Exhibit “E” (and the information contained therein) constitute confidential information of LandlordLandlord Confidential Information, which shall not be disclosed to anyone other than the to Tenant’s accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if If Landlord disagrees with any such claimed errorsTenant’s contention that an error exists with respect to the Landlord’s Statement in dispute, Landlord shall have the right to cause another review of that portion of Landlord’s Statement to be made by an independent a firm of independent certified public accountants of national standingstanding selected by Landlord (“Landlord’s Accountant”). If it is finally determined pursuant to this Paragraph 4 of this Exhibit “E” that a particular Landlord’s Statement overstated amounts payable by Tenant under Section 4.1.3 of the Standard Lease Provisions by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable cost of Tenant’s accountant within thirty (30) days after written receipt of notice. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding periodall other cases, Tenant shall be liable for Landlord's ’s Accountant’s actual accounting fees, fees and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustmentexpenses.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), Rent or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), Rent or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.044.06, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's ’s Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's ’s Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's ’s Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's ’s Statement. Except as expressly set forth in subsection (C) below, 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 ’s obligation to make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense AdjustmentAdditional Rent) pending the completion of and regardless of the results of any review of records under this Section 4.044.06. The right of Tenant under this Section 4.04 4.06 may only be exercised once for any Landlord's ’s Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 4.06 for a particular Landlord's ’s Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's ’s manager's ’s corporate offices presently located at the address set forth in Section 1.12 000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, and Tenant agrees that any review of records under this Section 4.04 4.06 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standingaccountants. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 4.06 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's ’s Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment obligations to pay the estimated Tax and Operating Expense AdjustmentAdditional Rent. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's ’s actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense AdjustmentAdditional Rent.

Review of Landlord’s Statement. 4.5.1 Provided that Tenant is not then in default beyond the expiration of any applicable notice and cure period of periods with respect to its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.044.5, Tenant shall have the right, once each calendar year, right to reasonably review Landlord's supporting data books and records for any portion of the Property Taxes or Operating Expenses for a particular Comparison Year covered by Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)Statement, in accordance with the following procedure: (A) 4.5.2 Tenant shall, within ten sixty (1060) business days after any such Landlord's Statement is delivereddelivered to Tenant, deliver a written notice (a "Dispute Notice") to Landlord specifying the portions of items described in the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts remaining due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, in In no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the this Lease (including, including without limitation, Tenant's obligation to make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) Additional Rent pending the completion of and regardless of the results of any review of records under this Section 4.044.5). The right of Tenant under this Section 4.04 4.5 may only be exercised once for each Comparison Year covered by any Landlord's Statement, and if Tenant fails to deliver a Dispute Notice within the sixty (60) day period described above or fails to meet any of the other above conditions as a prerequisite to the of exercise of such right, the right of Tenant under this Section 4.04 for to audit a particular Landlord's Statement (and all of Tenant's rights to make any claim relating thereto) under this Section 4.5 shall automatically be deemed waivedwaived by Tenant. (B) 4.5.3 Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 4.5 shall be at the sole expense of Tenant and shall shall, at Tenant's option, be conducted by a certified public accountant employed by Tenant, or an independent certified public accounting firm of certified public accountants national standing which in either case is not compensated on a contingency fee or similar basis relating to the results of national standingsuch audit. Tenant acknowledges and agrees that any records of Landlord reviewed under this Section 4.04 4.5 (and the information contained therein) constitute confidential information of Landlord, which Tenant shall not disclose, nor permit to be disclosed by Tenant's accountant, to anyone other than the Tenant's accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information by Tenant or any of Tenant's employees or contractors (including, without limitation, Tenant's accountant) to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if 4.5.4 If Landlord disagrees with any such claimed errorsTenant's contention that an error exists with respect to Landlord's Statement (and the Operating Expenses and Real Property Taxes described therein) in dispute, Landlord shall have the right to cause another review of that portion of Landlord's Statement (and the Operating Expenses and Real Property Taxes stated therein) to be made by an independent a firm of independent certified public accountants of national standingstanding selected by Landlord ("Landlord's Accountant"). In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement Accountant shall be deemed to be correctcorrect and shall be conclusively binding on both Landlord and Tenant. In the event that the results of the Landlord's Accountant's review of records a particular Landlord's Statement indicates that total Operating Expenses and Property Taxes for the period covered by the Landlord's Statement in question have been overstated by more than five percent (taking into account5%), if applicable, then Landlord shall reimburse Tenant for the results reasonable cost of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, Tenant's accountant and the amount of such any overpayment by Tenant of estimated excess Operating Expenses and/or Property Taxes for the period in question shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding periodAdditional Rent next coming due; in all other cases, Tenant shall be liable for Landlord's Accountant's actual accounting feesfees and expenses, and the amount of such any underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax excess Property Taxes and Operating Expense AdjustmentExpenses.

Review of Landlord’s Statement. Provided that Tenant is not then in ------------------------------- default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance maintenance, insurance and insurance all other reasonably necessary materials will be available), in accordance with the following procedure: (A) Tenant shall, within ten thirty (1030) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the that Tenant wishes to review Landlord's Statement that are claimed to be incorrectStatement, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense AdjustmentAdjustment and if Tenant has over paid by more than 5%, the actual reasonable cost of Tenant's review shall be credited. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided this Lease is in full force and effect and that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, that Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)claims is incorrect, in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, below in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including, including without limitation, Tenant's obligation to make all payments of Base Rent including the CPI Adjustment and all payments of Tenant's Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments.

Review of Landlord’s Statement. 4.5.1 Provided that Tenant is not then in default beyond any applicable cure period of with respect to its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.044.5, Tenant shall have the right, once each calendar year, right to reasonably review Landlord’s supporting data books and records for any portion of the Property Taxes or Operating Expenses for a particular Expense Year covered by Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)’s Statement, in accordance with the following procedure: (A) 4.5.2 Tenant shall, within ten sixty (1060) business days after any such Landlord's ’s Statement is delivereddelivered to Tenant, deliver a written notice (a “Dispute Notice”) to Landlord specifying the portions of items described in the Landlord's ’s Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts that are due from Tenant to Landlord as specified in the Landlord's ’s Statement, including such amounts that Tenant claims are incorrect. Except as expressly set forth in subsection (C) belowSection 4.5.4, in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the this Lease (including, including without limitation, Tenant's ’s obligation to make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) Additional Rent pending the completion of and regardless of the results of any review of records under this Section 4.044.5). The right of Tenant under this Section 4.04 4.5 may only be exercised once for each Expense Year covered by any Landlord's ’s Statement, and if Tenant fails to deliver a Dispute Notice within the sixty (60) day period described above or fails to initiate and complete its review of Landlord’s records for the Building within ninety (90) days after the delivery of a Dispute Notice or fails to meet any of the other above conditions as a prerequisite to the of exercise of such right, the right of Tenant to audit a particular Landlord’s Statement (and all of Tenant’s rights to make any claim relating thereto) under this Section 4.04 for a particular Landlord's Statement 4.5 shall automatically be deemed waivedwaived by Tenant. (B) 4.5.3 Tenant acknowledges that Landlord maintains its records for the Building at Landlord's ’s manager's ’s corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 4.5 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standingstanding which are not compensated on a contingency fee or similar basis relating to the results of such audit. Tenant acknowledges and agrees that any records of Landlord reviewed under this Section 4.04 4.5 (and the information contained therein) constitute confidential information of Landlord, which Tenant shall not disclose, nor permit to be disclosed by Tenant’s accountant, to anyone other than the Tenant’s accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information by Tenant or any of Tenant’s employees or contractors (including, without limitation, Tenant’s accountant) to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if 4.5.4 If Landlord disagrees with any such claimed errorsTenant’s contention that an error exists with respect to Landlord’s Statement (and the Operating Expenses and Real Property Taxes described therein) in dispute, Landlord shall have the right to cause another review of that portion of Landlord’s Statement (and the Operating Expenses and Real Property Taxes stated therein) to be made by an independent a firm of independent certified public accountants of national standingstanding selected by Landlord (“Landlord’s Accountant”). In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement ’s Accountant shall be deemed to be correctcorrect and shall be conclusively binding on both Landlord and Tenant. In the event that the results of the Landlord’s Accountant’s review of records a particular Landlord’s Statement indicates that total Operating Expenses and Property Taxes for the period covered by the Landlord’s Statement in question have been overstated by more than five percent (taking into account5%), if applicable, then Landlord shall reimburse Tenant for the results reasonable cost of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, Tenant’s accountant and the amount of such any overpayment by Tenant of estimated excess Operating Expenses and/or Property Taxes for the period in question shall be credited against Tenant's subsequent installment ’s obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding periodAdditional Rent next coming due; in all other cases, Tenant shall be liable for Landlord's ’s Accountant’s actual accounting feesfees and expenses, and the amount of such any underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax excess Property Taxes and Operating Expense Adjustment.Expenses. Tenant agrees that its sole remedy for an overcharge of Property Taxes and Operating Expenses shall be as set forth in this Section 4.5 and that under no circumstance shall an overcharge be deemed to constitute a default by Landlord or a breach of the Lease

Review of Landlord’s Statement. Provided that Tenant (a) an Event of Default is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease pending and provided further that (b) Tenant strictly complies with the provisions of this Section 4.044.4, Tenant shall have the right, once each calendar year, to reasonably review relevant supporting data for any portion of a Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)’s Statement, in accordance with the following procedure: (A) Tenant shall, within ten thirty (1030) business days after any such Landlord's ’s Statement is delivered, deliver a written notice to Landlord specifying the portions notifying Landlord of its election to inspect Landlord’s books and records relating to the Landlord's Statement that are claimed to be incorrect’s Statement, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's ’s Statement. Except as expressly set forth in subsection (C) below, in 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 ’s obligation to make all payments of Base Rent and all payments of Tenant's ’s Tax and Operating Expense and Direct Reimbursement Payments Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.044.4. The right of Tenant under this Section 4.04 4.4 may only be exercised once per year for any Landlord's ’s Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 4.4 for a particular Landlord's ’s Statement shall be deemed waived. Should the final determination reveal a discrepancy in favor of the Tenant in excess of 5% of the total amount set forth in the Landlord’s Statement for that year’s Property Taxes, Operating Expenses, and Direct Reimbursement Expenses, Landlord shall pay any reasonable third party fees associated with such review. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's ’s manager's ’s corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 4.4 shall be at the sole expense of Tenant and shall be conducted by an independent firm of national or regional certified public accountants of national standingon a non-contingency basis. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 4.4 constitute confidential information of Landlord, which shall not be disclosed to anyone other than Tenant, the accountants performing the review and the principals Tenant’s lawyers and real estate advisors. Tenant shall require each person or entity who is not an employee of Tenant who receive to execute an agreement obligating such person or entity to comply with the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach nondisclosure requirements of this LeaseSection and shall use commercially reasonable efforts to monitor the compliance with such agreement. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided this Lease is in full force and effect, but including 90 days after the receipt of the last Landlord's statement, and that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, that Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)claims is incorrect, in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed Tenant wishes to be incorrectverify, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including, including without limitation, Tenant's obligation to make all payments of Base Rent including the adjustment under Section 4.02(A) and all payments of Tenant's Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building or the Project, if applicable, at Landlord's manager's Landlord s manager s corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of Tenant's certified public accountants of national standingaccountants. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease, except in connection with litigation to enforce the provisions of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of Landlord's certified public accountants of national standingaccountants. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement in terms of amount shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments.

Review of Landlord’s Statement. Provided that Tenant is not no Event of Default then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease exists and provided further that Tenant strictly complies with the provisions of this Section 4.045.4, Tenant shall have the right, once each calendar year, right to reasonably conduct a reasonable review of Landlord’s supporting data books and records for any portion of Operating Expenses and Tax Expenses for a particular Lease Year covered by Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)’s Statement, in accordance with the following procedure: (Aa) Tenant shallmay, within ten (10) business 60 days after any such Landlord's ’s Statement is delivereddelivered to Tenant, deliver a written notice (a “Dispute Notice”) to Landlord specifying the portions of items described in the Landlord's ’s Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's ’s Statement. Except as expressly set forth in subsection (C) below, in In no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the this Lease (including, without limitation, Tenant's ’s obligation to make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) Additional Rent pending the completion of and regardless of the results of any review of records under this Section 4.045.4). The right of Tenant under this Section 4.04 5.4 may only be exercised once for each Lease Year covered by any Landlord's ’s Statement, and if . If Tenant fails to meet any of deliver a Dispute Notice within the above conditions as a prerequisite to the exercise of such right60-day period described above, the right of Tenant to review a particular Landlord’s Statement (and all of Tenant’s rights to make any claim relating thereto) under this Section 4.04 for a particular Landlord's Statement 5.4 shall automatically be deemed waivedwaived by Tenant. (Bb) Tenant acknowledges that Landlord maintains shall maintain its records for the Building at the Building or at Landlord's ’s or Landlord’s property manager's ’s corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 5.4 shall be at the sole expense of Tenant and shall be conducted either by an Tenant or by independent firm of certified public accountants that are not compensated on a contingency fee or similar basis relating to the results of national standingsuch review. Tenant acknowledges and agrees that any records of Landlord reviewed under this Section 4.04 5.4 (and the information contained therein) constitute confidential information of Landlord, which Tenant shall not disclose, nor permit to be disclosed by Tenant’s accountant, to anyone other than the Tenant’s accountants or advisors performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information by Tenant or any of Tenant’s employees or contractors (including, without limitation, Tenant’s accountant) to any other personPerson, whether or not caused by the conduct of Tenant, shall constitute an Event of Default. Landlord may, as a material breach condition of this Leaseany review of Landlord’s books and records, require that Tenant and Tenant’s accountant sign and deliver a reasonable confidentiality agreement, which confidentiality agreement may require Tenant’s accountant to agree not to solicit other Occupants for same or similar audit services. (Cc) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if If Landlord disagrees with any such claimed errorsTenant’s contention that an error exists with respect to Landlord’s Statement in dispute, Landlord shall have the right to cause another review of that portion of Landlord’s Statement to be made by an independent firm of a certified public accountants of national standingaccountant selected by Landlord (“Landlord’s Accountant”). In the event of a disagreement between the two Tenant and Landlord or their respective accounting firms, Landlord and Tenant shall mutually agree upon a third certified public accountant (the review “Independent Accountant”) that discloses neither Landlord nor Tenant has dealt with in the least amount of deviation from the Landlord's Statement shall be deemed past to be correctmake such determination. In the event that the results total Operating Expenses and Tax Expenses for the period covered by the Landlord’s Statement in question have been overstated by more than [***], then Landlord shall (i) reimburse Tenant for the reasonable cost of Tenant’s accountant (not to exceed $10,000.00 of the review of records (taking into accountactual, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount out-of-pocket costs of such overpayment shall examination incurred by Tenant, which costs must be credited against Tenant's subsequent installment obligations to determined on a reasonable hourly basis and not a percentage or contingent fee basis), and (ii) pay any fees associated with the estimated Tax and Operating Expense AdjustmentIndependent Accountant. In the event that such results show that the overcharge is between [***], Tenant has underpaid its obligations for a preceding periodand Landlord shall each bear their own fees and expenses related to the review. In the event Landlord’s statement was correct or understated, Tenant shall be liable for the actual fees and expenses of Landlord's actual accounting fees’s Accountant, and all fees associated with the Independent Accountant. After the results of an audit have been determined in accordance with this Section 5.4(c), the amount of such any underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax Expenses and Operating Expense AdjustmentExpenses, and the amount of any overpayment by Tenant of estimated Operating Expenses and Tax Expenses, or either of them, for the period in question shall be credited against Tenant’s obligations to pay Additional Rent next coming due.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to lo reasonably review supporting data for any portion of a Landlord's ’s Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's ’s Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's ’s Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's ’s Statement. Except as expressly set forth in subsection (C) below, 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 ’s obligation to make all payments of Base Rent and all payments of Tenant's ’s Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's ’s Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's ’s Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's ’s manager's ’s corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's ’s Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, . Tenant shall be liable for Landlord's ’s actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-pass through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including, including without limitation, Tenant's obligation to make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least lease amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment Installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided that Tenant is not So long as no Event of Default then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, howeverexists, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, review Landlord’s supporting books and information on utilities, repairs, maintenance and insurance will be available)records for any Operating Expenses, in accordance with the following procedure: (Aa) Tenant shall, within ten Within thirty (1030) business days after any such Landlord's ’s Statement is delivereddelivered to Tenant, Tenant may deliver a written notice (a “Dispute Notice”) to Landlord specifying the portions of items described in the Landlord's ’s Statement that are claimed to be incorrect, and Tenant shall will simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's ’s Statement. Except as expressly set forth in subsection (C) below, in no event shall Tenant will not be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the this Lease (including, without limitation, Tenant's obligation to make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04Section. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if each Expense Year. If Tenant does not deliver a Dispute Notice within the thirty (30) day period or fails to meet any of the above other conditions as a prerequisite to the of exercise of such right, the right of Tenant to review a particular Landlord’s Statement (and all of Tenant’s rights to make any claim relating to it) under this Section 4.04 for a particular Landlord's Statement shall will automatically be deemed waivedwaived by Tenant. (Bb) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's ’s manager's ’s corporate offices presently located at the address set forth in Section 1.12 and offices. Tenant agrees that any review of records under this Section 4.04 shall will be at the sole expense of Tenant and shall will be conducted by an independent firm of certified public accountants which are not compensated on a contingency fee or similar basis relating to the results of national standingsuch audit. Tenant acknowledges and agrees that any records of Landlord reviewed under this Section 4.04 (and the information contained in them) constitute confidential information of Landlord, which shall Tenant will not disclose, nor permit to be disclosed by Tenant’s accountant, to anyone other than the Tenant’s accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information by Tenant or any of Tenant’s employees or contractors (including, without limitation, Tenant’s accountant) to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach will be an Event of this LeaseDefault. (Cc) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if If Landlord disagrees that an error exists with any such claimed errorsrespect to Landlord’s Statement, Landlord shall will have the right to cause another review of that portion of Landlord’s Statement to be made by an independent a firm of independent certified public accountants of national standingselected by Landlord (“Landlord’s Accountant”). In the event of Landlord’s Accountant and Tenant’s accountant are unable to reconcile their reviews, both accountants shall mutually agree upon a disagreement between third accountant (the two accounting firms“Third Party Accountant”), the review that discloses the least amount of deviation from the Landlord's Statement whose determination shall be deemed to be correctconclusive. In the event that the results of the Landlord’s Accountant’s review of records a particular Landlord’s Statement or the determination by the independent Third Party Accountant indicates that total Operating Expenses for the period covered by the Landlord’s Statement in question have been overstated by more than five percent (taking into account5%), if applicablethen Landlord shall pay for the reasonable cost of the Third Party Accountant, reimburse Tenant for the results reasonable cost of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, Tenant’s accountant and the amount of such any overpayment by Tenant of estimated excess Operating Expenses, plus interest at the Interest Rate from the time of the overpayment until the date of repayment, or either of them, for the period in question shall be credited against Tenant's subsequent installment ’s obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding periodAdditional Rent next coming due; in all other cases, Tenant shall be liable for Landlord's ’s Accountant’s and any Third Party Accountant’s actual accounting feesfees and expenses, and the amount of such any underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense AdjustmentExpenses.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's ’s Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten thirty (1030) business days after any such Landlord's ’s Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's ’s Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's ’s Statement. Except as expressly set forth in subsection (C) below, 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 ’s obligation to make all payments of Base Rent and all payments of Tenant's ’s Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's ’s Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's ’s Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's ’s manager's ’s corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review or Tenant’s legal counsel, and the principals of Tenant who receive the results of the review. The disclosure of such information to any other personperson except as provided above, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease, provided that this provision shall not be interpreted to in any way limit or prohibit Tenant disclosing the records in connection with any legal action undertaken by Tenant in connection with the enforcement of the terms of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's ’s Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment obligations to pay the estimated Tax and Operating Expense AdjustmentAdjustment or paid to Tenant if such subsequent installments are insufficient. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's ’s actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment. Notwithstanding the foregoing, if the audit correctly reveals that Tenant’s Percentage Share of the Tax and Operating Expense Adjustment has been overstated by more than five percent (5%), then Landlord shall within thirty (30) days following demand reimburse Tenant for the reasonable costs of the audit incurred by Tenant.

Review of Landlord’s Statement. Provided this Lease is in full force and effect and that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, that Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)claims is incorrect, in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statementstatement. Except as expressly set forth in subsection (C) below, in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including, including without limitation, Tenant's obligation to make all payments of Base Rent including the CPI Adjustment and all payments of Tenant's Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building or the Project, if applicable, at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance and other expenses included in Operating Expenses will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) 30 business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Tenant's desire to audit Landlord's Statement that are claimed to be incorrectStatement, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standingaccountants. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed selected by Landlord but reasonably acceptable to be correctTenant). In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) such independent firm reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment. The fees and charges of such independent review shall be paid by Tenant unless such review reveals that Landlord had overcharged Operating Expense Adjustment for the calendar year under review by more than 5%.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rentrent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Statement Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease Lease, and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, right to reasonably review supporting data for any portion of a Landlord's Statement for the calendar year to which said Statement pertains plus the calendar year preceding that calendar year if the same has not previously been audited (for a possible total look-back period of two (2) calendar years); provided, however, Tenant may not audit any calendar year more than once. Further, Tenant may not have an audit the right to audit all documentation relating to all Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten sixty (1060) business calendar days after delivery of any such Landlord's Statement is deliveredStatement, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, in no event shall Tenant be entitled to withhold, withhold deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including, without limitation, Tenant's obligation to make all payments of Monthly Base Rent including the annual adjustments required by Section 1.07 and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at in Landlord's property manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standingstanding which does not charge on a contingency-fee basis. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants Tenant's attorneys, accountants, other employees and consultants performing the review and review, the principals of Tenant who receive the results of the reviewreview and other parties pursuant to court order, subpoena or Applicable Laws as defined below (collectively, "Permitted Recipients"). The disclosure of such information to any person other personthan a Permitted Recipient, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standingstanding which does not charge on a contingency-fee basis. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of Landlord's records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment; and if the results demonstrate that Tenant overpaid obligations by more than ten percent (10%), Landlord shall pay Tenant's reasonable costs of the audit. In the event that such the results show of the review of Landlord's records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord along with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment; and if the results demonstrate that Tenant underpaid obligations by more than ten percent (10%), Tenant shall pay Landlord's reasonable costs of the audit.

Review of Landlord’s Statement. Provided this Lease is in full force and effect and that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, that Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)claims is incorrect, in accordance with the following procedure: (A) Tenant shall, within ten thirty (1030) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent including the CPI Adjustment and all payments of Tenant's Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building or the Project, if applicable, at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments, if any, or paid to Tenant. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.such

Review of Landlord’s Statement. Provided this Lease is in full force and effect and that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, that Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)claims is incorrect, in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent including the CPI Adjustment and all payments of Tenant's Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building Complex at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Tax, Operating Expense and Insurance Adjustment.

Review of Landlord’s Statement. Provided that Tenant is not no Event of Default then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease exists and provided further that Tenant strictly complies with the provisions of this Section 4.044.5, Tenant shall have the right, once each calendar year, right to reasonably conduct a reasonable review of Landlord's supporting data books and records for any portion of the Property Taxes or Operating Expenses for a particular Expense Year covered by Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)Statement, in accordance with the following procedure: (Aa) Landlord will give Tenant access to the books and records that substantiate Landlord's Statement if Tenant makes a written request for them within thirty (30) days after delivery of Landlord's Statement. Tenant shall, within ten sixty (1060) business days after any such Landlord's Statement is delivereddelivered to Tenant, deliver a written notice (a "DISPUTE NOTICE") to Landlord specifying the portions of items described in the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, in In no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the this Lease (including, without limitation, Tenant's obligation to make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) Additional Rent pending the completion of and regardless of the results of any review of records under this Section 4.044.5). The right of Tenant under this Section 4.04 4.5 may only be exercised once for each Expense Year covered by any Landlord's Statement, and if Tenant fails to deliver a Dispute Notice within the sixty (60) day period described above or fails to meet any of the other above conditions as a prerequisite to the of exercise of such right, the right of Tenant under this Section 4.04 for to review a particular Landlord's Statement (and all of Tenant's rights to make any claim relating thereto) under this Section 4.5 shall automatically be deemed waivedwaived by Tenant. (Bb) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 4.5 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standingor regional standing which are not compensated on a contingency fee or similar basis relating to the results of such review. Tenant acknowledges and agrees that any records of Landlord reviewed under this Section 4.04 4.5 (and the information contained therein) constitute confidential information of Landlord, which Tenant shall not disclose, nor permit to be disclosed by Tenant's accountant, to anyone other than the Tenant's accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information by Tenant or any of Tenant's employees or contractors (including, without limitation, Tenant's accountant) to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach an Event of this LeaseDefault. (Cc) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if If Landlord disagrees with any such claimed errorsTenant's contention that an error exists with respect to Landlord's Statement (and the Operating Expenses and Real Property Taxes described therein) in dispute, Landlord shall have the right to cause another review of that portion of Landlord's Statement (and the Operating Expenses and Real Property Taxes stated therein) to be made by an independent a firm of independent certified public accountants of national standingor regional standing selected by Landlord ("LANDLORD'S ACCOUNTANT"). In the event of a disagreement between the two accounting firms, the they shall select a third accounting firm of national or regional standing and its review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correctconclusive on Landlord and Tenant. In the event that the final results of the a review of records a particular Landlord's Statement indicates that total Operating Expenses and Property Taxes for the period covered by the Landlord's Statement in question have been overstated by more than five percent (taking into account5%), then Landlord shall pay the cost of the third accounting firm (if applicable, any) and reimburse Tenant for the results reasonable cost of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, Tenant's accountant and the amount of such any overpayment by Tenant of estimated Operating Expenses and Property Taxes, or either of them, for the period in question shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding periodAdditional Rent next coming due; in all other cases, Tenant shall be liable for Landlord's Accountant's actual accounting feesfees and expenses, and the amount of such any underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax Property Taxes and Operating Expense AdjustmentExpenses.

Review of Landlord’s Statement. Provided that Tenant is not then ------------------------------ in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B4.2(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.044.4, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-pass- through billing statement, but real estate tax statements, I and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent and all payments of Tenant's Tax and Operating operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.044.4. The right of Tenant under this Section 4.04 4.4 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 4.4 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 4.4 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 4.4 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B4.02(A), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement State­ment that are claimed to be incorrect, and Tenant shall simultaneously simul­tane­ously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including, including without limitation, Tenant's obligation to make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular LandlordLand­lord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices offices, presently located at the address set forth in Section 1.12 1.12, and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other personper­son, whether or not caused by the conduct of Tenant, shall constitute consti­tute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement State­ment shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided this Lease is in full force and effect and that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement (provided, however, that Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)claims is incorrect, in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including, including without limitation, Tenant's obligation to make all payments of Base Rent including the CPI Adjustment and all payments of Tenant's Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building or the Project, if applicable, at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Tax, Operating Expense Adjustmentand Insurance Adjustments.

Review of Landlord’s Statement. Provided that (a) Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B)4.2, or any other payments required to be made by it under this Lease and provided further that (b) Tenant strictly complies with the provisions of this Section 4.044.4, Tenant shall have the right, once each calendar year, to reasonably review relevant supporting data for any portion of a Landlord's Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available)’s Statement, in accordance with the following procedure: (A) Tenant shall, within ten thirty (1030) business days after any such Landlord's ’s Statement is delivered, deliver a written notice to Landlord specifying the portions notifying Landlord of its election to inspect Landlord’s books and records relating to the Landlord's Statement that are claimed to be incorrect’s Statement, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's ’s Statement. Except as expressly set forth in subsection (C) below, in 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 ’s obligation to make all payments of Base Rent and all payments of Tenant's ’s Tax and Operating Expense and Direct Reimbursement Payments Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.044.4. The right of Tenant under this Section 4.04 4.4 may only be exercised once per year for any Landlord's ’s Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 4.4 for a particular Landlord's ’s Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's ’s manager's ’s corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 4.4 shall be at the sole expense of Tenant and shall shall, at Tenant’s election, be conducted by an independent firm of certified public accountants of national standingon an non-contingency basis or an auditing firm provided that (i) the auditing firm is paid solely on a non-contingency basis and (ii) the person performing such audit shall be a certified public accountant. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 4.4 constitute confidential information of Landlord, which shall not be disclosed to anyone other than Tenant, the accountants performing the review and the principals Tenant’s lawyers and real estate advisors. Tenant shall require each person or entity who is not an employee of Tenant who receive (excluding Tenant’s attorneys) to execute an agreement obligating such person or entity to comply with the results nondisclosure requirements of this Section and shall use commercially reasonable efforts to monitor the reviewcompliance with such agreement. The disclosure breach by Tenant of such information to any other person, whether or not caused by the conduct of Tenant, its obligations under this Section shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's ’s Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-pass through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standingstanding that is not being compensated on a contingency fee basis. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. If requested by Landlord, Tenant shall require its employees or agents inspecting Landlord's books and records to sign Landlord's confidentiality agreement as a condition of Landlord making Landlord's relevant accounting records available to them. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking talking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

Review of Landlord’s Statement. Provided that (i) Tenant is not then in default under this Lease beyond any applicable cure period of its obligations to pay Base Rentperiod, additional rent described in Section 4.02(B)(ii) Tenant has paid Landlord all amounts, or any other payments required to be made by it under this Lease if any, which are shown as due and provided further that owing on Landlord’s Statement, and (iii) Tenant otherwise strictly complies with the provisions of this Section 4.044.06, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's ’s Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), upon Tenant’s request Landlord shall promptly make such supporting data available for review) in accordance with the following procedure: (A) Tenant shall, within ten thirty (1030) business days after any such Landlord's ’s Statement is delivered, deliver a written notice to Landlord indicating that Tenant is electing to exercise its rights under this Section 4.06 and specifying the portions of the Landlord's ’s Statement that are claimed Tenant is electing to be incorrect, review. Tenant will complete its review of Landlord’s records and Tenant shall simultaneously pay deliver to Landlord all amounts due from Tenant to Landlord as specified a written notice specifying in reasonable detail any portions of the Landlord's ’s Statement which Tenant claims are incorrect within ninety (90) days following the date of Landlord’s Statement. Except as expressly set forth in subsection (C) below, 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 make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 4.06 may only be exercised once for any Landlord's ’s Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 4.06 for a particular Landlord's ’s Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building Project at Landlord's ’s manager's ’s corporate offices presently located at the address set forth in Section 1.12 1.41 and Tenant agrees that any review of records under this Section 4.04 4.06 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants or real estate consultants of national standingstanding (which firm, accountants or consultants shall not be retained on a basis where more than fifty percent (50%) of such party’s compensation is based upon contingency or incentive fee). Tenant acknowledges and agrees that any records reviewed under this Section 4.04 4.06 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an a separate, independent firm of certified public accountants of national standing. In the event of a disagreement between the two computation of Landlord’s accounting firmsfirm and Tenant’s accountants or consultants, the review that discloses the least amount of deviation from the Landlord's ’s Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment obligations to pay the estimated Tax and Operating Expense AdjustmentRent Adjustments. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's ’s actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax Rent Adjustments. If for any Lease Year, the amount that Landlord collectively includes for Operating Expenses and Property Taxes exceeds the amounts that Landlord was entitled to include for such Lease Year by more than [***], Landlord will reimburse Tenant for its reasonable, out-of-pocket expenses incurred in reviewing Operating Expense AdjustmentExpenses and Property Taxes (not to exceed [***]) and Landlord shall pay Tenant interest at the Interest Rate on the amount of such overcharges computed from the date of Landlord’s Statement until such overcharges are paid or credited to Tenant.

Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B)4.02, or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement applicable to the preceding calendar year (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure: (A) Tenant shall, within ten sixty (1060) business calendar days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, incorrect and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (CSection 4.04(C) below, 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 make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense AdjustmentAdjustments) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. (B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 1.13 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standingstanding or by a real estate services group mutually agreeable to Landlord and Tenant. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants and/or attorneys performing the review and the principals designated employees of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. (C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, Landlord and Tenant shall each have the right to request that the disagreement be resolved pursuant to the ADR Process describe d in Section 27.21 below. Such resolution shall be final and binding on the parties. However, if neither Landlord or Tenant request that the disagreement be resolved by the ADR Process within thirty (30) calendar days from the date Landlord delivers to Tenant the results of the review made by Landlord's firm of certified public accountants, then the review by the two certified public accountants that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense AdjustmentAdjustments; and if Tenant overpaid it's obligations by more than ten percent (10%), Landlord shall be liable for Tenant's actual accounting fees. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and then the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense AdjustmentAdjustments; and if Tenant underpaid it's obligations by more than ten percent (10%), Tenant shall be liable for Landlord's actual accounting fees.