Common use of Tenant Audit Right Clause in Contracts

Tenant Audit Right. (a) Landlord shall maintain its books and records relating to Operating Expenses for a period of at least three (3) years following the year in which such Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied to the extent applicable to cash-basis accounting. Such books and records shall be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such period, at Tenant’s sole cost and expense, provided that: (i) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect to the same Operating Year; and (iii) Tenant provides to Landlord, at no cost, a copy of the report of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding the foregoing to the contrary, if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the lesser of the actual cost of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, within thirty (30) days after the completion of such verification and examination.

Tenant Audit Right. Within ninety (a90) days after receipt of a Statement (“Audit Period”), Tenant shall be entitled, upon no less than five (5) days united notice to Landlord and during business hours at Landlord’s office or such other place as Landlord shall maintain its designate, to inspect and examine those books and records of Landlord relating to Operating Expenses the determination of the Impounds charged to Tenant for the calendar year for which the Statement was prepared. In no event shall Tenant have the right to review Landlord’s tax returns or other books and records which are confidential and/or would not otherwise pertain to the Impound payments. The inspection of Landlord’s records :shall be performed by a period of at least national public accounting firm or a firm which is otherwise reasonably acceptable to Landlord (“Qualified Firm”). Tenant agrees and acknowledges that the selected Qualified Firm may not already be providing primary accounting services to Tenant nor shall it have provided primary accounting services to Tenant in the past three (3) years following the year in which such Operating Expenses were incurred, in and may not be paid on a manner that is consistent with generally accepted accounting principles consistently applied to the extent applicable to cash-basis accountingcontingency basis. Such books and records shall The examination must be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such period, at Tenant’s sole cost and expense, provided that: (i) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect to the same Operating Year; and (iii) Tenant provides to Landlord, at no cost, a copy of the report of such examination conducted within ten (10) business days after receipt by Tenant. of such taxes and records being made evadable to Tenant (b) Notwithstanding “Examination Period”). The Qualified Firm shall prepare a report indicating the foregoing to results of the contrary, if such verification reveals review (the “Report”). If the Report discloses that Tenant’s Share of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the lesser of the actual cost of such examination Impounds billed to Tenant was incorrect, the 1 Landlord estimates that the Impounds for 2011 will be $1,200/month appropriate party shall pay the other party the deficiency or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis)overpayment, together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basisas applicable, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between Landlord disputes the Parties, acting reasonably and in good faith, Report within thirty (30) days after the completion receipt of the Report by Landlord. If Landlord disputes the Report within this thirty (30) day period, Landlord and Tenant shall agree upon another Qualified Firm to review and verify the Impounds and provide the results thereof to Landlord and Tenant (the “Reconciliation Audit”). In such event, the determination as set forth in the Reconciliation Audit shall be binding upon Landlord and Tenant. All costs and expenses of the audit generating the Report shall be paid by Tenant unless the audit shows that the Landlord overstated the Impound Expenses in the Statement by more than five (5%), in which event Landlord shall pay the cost and expense of such verification audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and examinationTenant shall each pay one-half of the cost of the Reconciliation Audit. The exercise by Tenant by its audit rights hereunder shall not relieve Tenant of its obligations to pay any amounts billed by Landlord prior to the request for an inspection and examination of Landlord’s books and records or permit Tenant the right to audit any other sums with the exception of the amount set forth in the Statement. If Tenant does not elect to exercise its rights to audit during Audit Period and/or does not examine the books and records during the Examination Period, then Landlord’s Statement shall conclusively be deemed to be correct and Tenant shall be bound by Landlord’s determination. Additionally, Tenant agrees and acknowledges that Tenant’s Lease provisions relating to the impounds may vary from other tenants and that the audit rights set forth herein and the review of books and records shall be confidential and, with the exception of Tenant’s auditors, Tenant may not disclose or discuss the audit or the results of the audit with any other parties, including but not limited to, any other tenants.

Tenant Audit Right. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time with respect to any Operating Year, to review Landlord’s invoices and statements relating to the Operating Costs for the applicable Operating Year for the purpose of verifying the Operating Costs and Tenant’s Proportionate Share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than ninety (90) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced and prosecuted by Tenant with due diligence. Any Operating Costs statement or accounting by Landlord shall be binding and conclusive upon Tenant unless (a) Landlord shall maintain its books Tenant duly requests such review within such 90-day period, and records relating to Operating Expenses for a period of at least (b) within three (3) years following months after such review request, Tenant shall notify Landlord in writing that Tenant disputes the year correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Tenant shall have no right to conduct a review or to give Landlord notice that it desires to conduct a review at any time Tenant is in default under the Lease which is continuing beyond any applicable Grace Period. The accountant conducting the review shall (i) be a qualified lease auditor approved by Landlord (such Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied approval not to the extent applicable to cash-basis accounting. Such books and records shall be available after unreasonably withheld) having at least five (5) business days’ request by years applicable experience, and (ii) be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. No subtenant shall have any right to conduct a review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the Premises. Tenant at Landlord’s office during normal business hours for auditagrees that all information obtained from any such Operating Costs review, examination and copying including without limitation, the results of any Operating Costs review shall be kept strictly confidential by Tenant and shall not be disclosed to any other person or entity, other than to Tenant’s employees employees, attorneys, consultants, officers, trustees, directors, partners, beneficiaries or agents during such periodthe like. Landlord may require, at as a condition to Tenant’s sole cost right to audit, as aforesaid, that Tenant and expense, provided that: (i) neither any agent of Tenant nor execute a separate agreement of non-disclosure and confidentiality for Landlord’s benefit. If Tenant’s employees audit shall reveal an underpayment of Operating Costs, Tenant shall pay the difference to Landlord within thirty (30) days, or agents may divulge if the contents of such books and records or the results of such examination to any third partyLease has terminated, except as may reasonably be necessary in Tenant shall receive a refund from Landlord within thirty (30) days thereafter. If Tenant’s business operations (so long as audit shall reveal, and the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect to the same parties agree, that an overpayment of Operating Year; and (iii) Tenant provides to Landlord, at no cost, a copy of the report of such examination within ten (10) business days after receipt Costs was paid by Tenant. (b) Notwithstanding the foregoing to the contrary, if such verification reveals that overpayment shall be credited against Tenant’s Share next following rent payments hereunder. If Tenant’s audit shall reveal, and Landlord concurs therewith, an overpayment of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than five percent (5%) ), then the amount that actually was due, Landlord shall reimburse Tenant for the lesser of the actual cost commercially reasonable out-of-pocket costs of such examination or the reasonable charges of such examination based on a reasonable hourly charge audit (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby exceed $7,500.00) shall be reconciled between the Parties, acting reasonably and in good faith, reimbursed to Tenant by Landlord within thirty (30) days after the completion Landlord’s receipt of such verification and examinationa written invoice therefor (with supporting material in connection therewith).

Tenant Audit Right. Tenant shall have a period of thirty (a30) days after receipt of any annual statement of Common Area Expenses to question or challenge the amount shown thereon as being the annual Common Area Expenses or Tenant's Pro Rata Share thereof by giving written notice to Landlord specifying the items which are challenged. Tenant waives and relinquishes the right to challenge or object to the amounts shown at any time after expiration of such thirty (30) day period. If Tenant timely challenges any item shown on the annual statement, Tenant or Tenant's representative shall maintain its books and then have a period of thirty (30) days in which to inspect and, at Tenant's cost, copy during business hours upon reasonable written notice to Landlord at Landlord's office Xxxxxxxx's records relating to Operating Expenses for a period the challenged item or items. Tenant shall give written notice to Landlord prior to expiration of at least three such thirty (330) years following day of whether Tenant continues to challenge any of the year items originally objected to, in which such Operating Expenses were incurredcase an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm), in a manner that is consistent with generally accepted accounting principles consistently applied to the extent applicable to cash-basis accounting. Such books and records shall be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying designated by Tenant and Tenant’s employees or agents during such period, approved by Landlord (which approval shall not be unreasonably withheld) (the "Independent CPA") shall inspect Landlord's records at Landlord's offices at Tenant’s sole cost and 's expense. If the Independent CPA determines an error was made in the calculation of Common Area Expenses from the annual statement, provided that: the parties shall make such appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant to Landlord shall be (i) neither in the case of amounts owing from Tenant nor Tenant’s employees or agents may divulge the contents of to Landlord paid within thirty (30) days following such books determination, and records or the results of such examination to any third party, except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect in the case of amounts owing from Landlord to Tenant, credited against the next payment of Base Rent due Landlord under this terms of this Lease, or if the Lease Term, as the same Operating Year; and may be extended, has expired, within thirty (iii30) Tenant provides to Landlord, at no cost, a copy of the report days of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding determination. If the foregoing to audit performed the contrary, if such verification Independent CPA reveals that Tenant’s Xxxxxxxx's determination of Xxxxxx's Pro Rata Share of Operating Common Area Expenses as set forth in any Actual OpEx Statement exceeded statement sent to Tenant was in error in Landlord's favor by more than five percent (5%) the amount that actually was due), Landlord shall reimburse pay to Tenant for the lesser of the actual reasonable cost of such examination audit, not to exceed $2,500. If Tenant fails to review the records or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis)fails to give timely written notice to Landlord that it continues to object, together with other reasonable expenses incurred by such accountant. then Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between deemed to have waived its objection and shall have no further right to challenge or object thereto. Notwithstanding any objection or challenge of Tenant, Tenant shall pay the Partiesamount claimed by Landlord to be due as and when provided for herein, acting reasonably and in good faith, within thirty (30) days after pending the completion resolution of such verification and examinationTenant's objection.

Tenant Audit Right. (a) Landlord shall maintain its books and records relating to Operating Expenses for a period of at least three (3) years following the year in which such Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied to the extent applicable to cash-basis accounting. Such books and records shall be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such period, at Tenant’s sole cost and expenseexpense (including Landlord’s out-of-pocket costs incurred as a result of such audit), provided that: (i) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect to the same Operating Year; and (iii) Tenant provides to Landlord, at no cost, a copy of the report of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding the foregoing to the contrary, if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the lesser of the actual cost of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, within thirty (30) days after the completion of such verification and examination.

Tenant Audit Right. (a) Landlord shall maintain its books and records relating to Operating Expenses for a period of at least three (3) years following the year in which such Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied to the extent applicable to cash-basis accountingGAAP. Such books and records shall be available after at least five ten (510) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees employees, agents or agents external auditors during such period, at Tenant’s sole cost and expense; provided, provided that the right to initiate such audit shall expire within ninety (90) days after receipt of an Actual OpEx Statement with respect to the Operating Expenses covered thereby, and that: (i) neither Tenant nor Tenant’s employees employees, agents or agents external auditors may divulge the contents of such books and records or the results of such examination to any third party, except to Tenant’s attorneys, accountants or consultants or as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirementsLaws or a court of competent jurisdiction; (ii) Tenant has not previously examined or audited such books and records with respect to the same Operating Year; and (iii) Tenant provides to Landlord, at no cost, a copy of the report of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding the foregoing to the contrary, if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall shall, in addition to the amounts owed to Tenant under Paragraphs 5.1(d) and 5.2(b), reimburse Tenant for any costs reimbursed to Landlord under the foregoing subparagraph (a), plus the lesser of the actual cost of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, within thirty (30) days after the completion of such verification and examination, and then promptly paid or credited.

Tenant Audit Right. Tenant shall have a period of one hundred twenty (a120) days after receipt of any annual statement of Common Area Expenses to question or challenge the amount shown thereon as being the annual Common Area Expenses or Tenant's Pro Rata Share thereof by giving written notice to Landlord specifying the items which are challenged. Tenant waives and relinquishes the right to challenge or object to the amounts shown at any time after expiration of such one hundred twenty (120) day period. If Tenant timely challenges any item shown on the annual statement. Tenant or Tenant's representative shall maintain its books and then have a period of sixty (60) days in which to inspect and, at Tenant's cost, copy during business hours upon reasonable written notice to Landlord at Xxxxxxxx's office Xxxxxxxx's records relating to Operating Expenses for a period the challenged item or items. Tenant shall give written notice to Landlord prior to expiration of at least three such sixty (360) years following day of whether Tenant continues to challenge any of the year items originally objected to, in which case an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm), designated by Xxxxxx and approved by Landlord (which approval shall not be unreasonably withheld) (the "Independent CPA") shall inspect Landlord's records at Landlord's offices at Tenant's expense. If the Independent CPA determines an error was made in the calculation of Common Area Expenses from the annual statement, the parties shall make such Operating Expenses were incurredappropriate payments or reimbursements, in a manner that is consistent with generally accepted accounting principles consistently applied as the case may be, to the extent applicable each other as are determined to cash-basis accountingbe owing. Such books and records Any reimbursement amounts determined to be owing by Landlord to Tenant or by, Tenant to Landlord shall be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such period, at Tenant’s sole cost and expense, provided that: (i) neither in the case of amounts owing from Tenant nor Tenant’s employees or agents may divulge the contents of to Landlord paid within thirty (30) days following such books determination, and records or the results of such examination to any third party, except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect in the case of amounts owing from Landlord to Tenant, credited against the next payment of Base Rent due Landlord under this terms of this Lease, or if the Lease Term, as the same Operating Year; and may be extended, has expired, within thirty (iii30) Tenant provides to Landlord, at no cost, a copy of the report days of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding determination. If the foregoing to audit performed the contrary, if such verification Independent CPA reveals that Tenant’s Xxxxxxxx's determination of Xxxxxx's Pro Rata Share of Operating Common Area Expenses as set forth in any Actual OpEx Statement exceeded statement sent to Tenant was in error in Landlord's favor by more than five percent (5%) the amount that actually was due), Landlord shall reimburse pay to Tenant for the lesser of the actual reasonable cost of such examination audit, not to exceed $5,000. If Tenant fails to review the records or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis)fails to give timely written notice to Landlord that it continues to object, together with other reasonable expenses incurred by such accountant. then Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between deemed to have waived its objection and shall have no further right to challenge or object thereto. Notwithstanding any objection or challenge of Tenant, Tenant shall pay the Partiesamount claimed by Landlord to be due as and when provided for herein, acting reasonably and in good faith, within thirty (30) days after pending the completion resolution of such verification and examinationTenant's objection.

Tenant Audit Right. Tenant shall have the right to object to an Annual Expense Statement during the one hundred eighty (a180)-day period following delivery of such Statement to Tenant (the “Audit Election Period”). In the event Tenant delivers a written notice to Landlord that Tenant objects to an Annual Expense Statement (the “Objection Notice”) Landlord during the Audit Election Period, then Tenant shall maintain its books and records relating to Operating Expenses for a have the right, during the thirty (30)-day period following delivery of at least three (3) years following the year in which such Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied to the extent applicable to cash-basis accounting. Such books and records shall be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such periodObjection Notice, at Tenant’s sole cost and expensecost, provided that: to review Landlord’s records relevant to such Annual Expense Statement, subject to the following conditions: (i1) neither Tenant nor Tenantthere is no uncured Event of Default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized regional or national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within twenty (20) days after Landlord makes Landlord’s employees or agents may divulge the contents of such books and records or the results of such examination available to any third party, except as may reasonably be necessary in Tenant’s business operations auditor and shall conclude within sixty (so long as 60) days after commencement; (5) the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise audit shall be required by applicable legal requirements; (ii) Tenant has not previously examined such conducted where Landlord maintains its books and records and shall not unreasonably interfere with respect to the same Operating Yearconduct of Landlord’s business; and and (iii6) Tenant provides and its accounting firm shall treat any audit in a confidential manner. If during the Audit Election Period Tenant shall not have objected to Landlordan Annual Expense Statement in writing, at then such Annual Expense Statement shall be final and binding upon Landlord and Tenant, and Tenant shall have no costfurther right to object to such Annual Expense Statement. If Tenant timely delivers a written Objection Notice and if Tenant timely conducts an audit and delivers to Landlord a written statement specifying objections to such Annual Expense Statement, a copy of the report of then Tenant and Landlord shall meet to attempt to resolve such examination objections within ten (10) business days after receipt by delivery of the objection statement. If such objections are not resolved within such ten (10)-day period, then either party shall have the right, at any time within sixty (60) days after the expiration of such ten (10)-day period, to require that the dispute be submitted to binding arbitration under the rules of the American Arbitration Association. If neither Landlord nor Tenant commences an arbitration proceeding within such sixty (60)-day period, then the Annual Expense Statement in question shall be final and binding on Landlord and Tenant. (b) . Notwithstanding the foregoing that any such dispute remains unresolved, Tenant shall be obligated to the contrary, if such verification reveals that Tenant’s Share of Operating Expenses pay Landlord all amounts payable in accordance with this Section 10. The audit and arbitration procedures set forth in any Actual OpEx Statement exceeded this Section 10 shall be Tenant’s exclusive remedy with respect to the calculation of the amount of Tenant’s obligations under this Section 10; provided, however, that if it is finally determined that Landlord over-billed Tenant by more than five percent (5%) ), then, provided that Tenant delivers to Landlord a written statement setting forth in reasonable detail the amount that expenses actually was dueincurred by Tenant in conducting such audit, Landlord shall reimburse Tenant for the lesser of the actual cost of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other Tenant’s reasonable expenses incurred by in connection with such accountantaudit. Tenant Landlord shall include such reimbursement amount with the overpayment amount being credited against Rent or refunded to Tenant, as the case may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, within thirty (30) days after the completion of such verification and examinationbe.

Tenant Audit Right. If Tenant desires to dispute or question an amount shown on the annual statement, Tenant shall give Landlord written notice of such desire within ninety (a90) days after Tenant’s receipt of the annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall maintain have waived its books right to dispute or question the annual statement. Promptly after the receipt of such written notice from Tenant, Landlord and records relating Tenant shall endeavor in good faith to Operating Expenses for resolve such dispute or address Tenant’s questions, as the case may be. Regardless of whether any such dispute or question shall exist, Tenant shall have the right to cause a nationally or regionally recognized independent certified public accountant designated by Tenant, to be paid on an hourly and not a contingent fee basis, to audit the annual statement or any amounts shown thereon, provided that Tenant (i) notifies Landlord in writing of Tenant’s intention to exercise such audit right within one hundred eighty (180) days after Tenant’s receipt of the annual statement, (ii) actually begins such audit within thirty (30) days after the notice from Tenant to Landlord advising Landlord that Tenant will require an audit (provided that such thirty (30)-day period within which the audit must be commenced shall be extended by the length of at least three (3) years following any delay in the year in which such Operating Expenses were incurred, in a manner commencement of the audit that is consistent with generally accepted accounting principles consistently applied caused by Landlord) and (iii) diligently pursues such audit to the extent applicable completion as quickly as reasonably possible. Landlord agrees to cash-basis accounting. Such books and records shall be make available after at least five (5) business days’ request by Tenant to Tenant’s auditors, at Landlord’s office during normal business hours in the Building or at such other location in the San Francisco Bay Area as Landlord shall determine, the books and records relevant to the audit for review and copying (including accounting records on magnetic tape or diskette), but such books and records (and tapes and diskettes) may not be removed from Landlord’s offices (although copies may be so removed). Tenant shall bear all costs of such audit, examination including Landlord’s reasonable, actual copying costs and copying by personnel costs of the audit (but not of preparing or maintaining Landlord’s books and records), if any, incurred in connection with such audit (provided that, prior to incurring any personnel costs in connection with any such audit, Landlord shall advise Tenant and Tenantof Landlord’s employees or agents during such periodanticipated personnel costs so that Tenant may, at Tenant’s sole cost and expenseoption, provided that: (i) neither Tenant nor modify Tenant’s employees or agents may divulge activities with regard to such audit in order to preclude the contents of need for Landlord to incur such books and records or the results of such examination to any third partypersonnel costs), except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect to the same Operating Year; and (iii) Tenant provides to Landlord, at no cost, a copy of the report of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding the foregoing to the contrarythat, if such verification reveals that Tenant’s Share the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than of five percent (5%) or more, and Landlord’s auditors concur in such findings (or, in the amount that actually was dueabsence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the parties mutually agree in writing), then Landlord shall reimburse Tenant for the lesser bear all costs of the actual cost audit. If the agreed or confirmed audit shows an underpayment of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis)Expenses by Tenant, together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person shall pay to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faithLandlord, within thirty (30) days after the completion audit is agreed to or confirmed, the amount owed to Landlord, and, if the agreed or confirmed audit shows an overpayment of Expenses by Tenant, Landlord shall reimburse Tenant for such verification overpayment within thirty (30) days after the audit is agreed to or confirmed. Notwithstanding anything to the contrary set forth above, Tenant’s audit rights under this Section 4.B. shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Article 4 within the time stipulated herein for payment (including, without limitation, the contested amounts) and examination(ii) Tenant and its auditor executing, prior to the commencement of the audit, a confidentiality agreement in form and substance reasonably satisfactory to Landlord in which Tenant and its auditor shall agree to keep confidential, and not disclose to any other party, except as required by applicable Law (including Tenant’s disclosure obligations due to the fact that Tenant is a public company), the results of any such audit or any action taken by Landlord in response thereto.

Tenant Audit Right. (a) Tenant shall have the right to audit the applicable records of Landlord to confirm that the charges billed to Tenant under Sections 5 and 6 are proper and conform to the provisions of such Sections. Such right shall maintain its books and records relating to Operating Expenses for a period of at least be exercisable by Tenant within three (3) years following the year months after Tenant's receipt of Landlord's annual statement of such charges. Landlord shall cooperate with Tenant in which such Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied providing Tenant reasonable access to the extent applicable to cash-basis accounting. Such Landlord's books and records shall be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by to enable Tenant and Tenant’s employees or agents during such period, at Tenant’s sole cost and expense, provided that: (i) neither Tenant nor Tenant’s employees or agents may divulge the contents of such to audit Landlord's books and records as they relate to any costs or expenses passed through to Tenant pursuant to any provisions of this Lease. If the results audit discloses any overpayment on the part of Tenant, then Tenant shall be entitled to a credit on the next succeeding installment of rent for an amount equal to the overcharge plus interest on the amount of such examination overcharge from the date on which same was paid by Tenant until the date refunded by Landlord at the prime rate then published in The Wall Street Journal, and such credit shall be extended to any third party, except as may reasonably be necessary succeeding installments of rent in Tenant’s business operations (so long as the person to whom event such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect to overcharge exceeds the same Operating Year; and (iii) Tenant provides to Landlord, at no cost, a copy amount of the report next succeeding such installment and, in the event the term of this Lease has expired or been earlier terminated, then Tenant shall be entitled to a refund of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding the foregoing to the contrary, if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than five percent (5%) the amount that actually was due, excess from Landlord shall reimburse Tenant for the lesser of the actual cost of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, within thirty (30) days after such date or expiration or earlier termination. In addition, in the completion event such audit by Tenant discloses such an overcharge in excess of the five percent (5%) of the amount payable in accordance with Sections 5 and 6, then Landlord shall pay to Tenant the reasonable out of pocket costs and expenses of such verification audit, not to exceed $1,500.00 in the aggregate paid by Tenant to an independent third party auditor. Tenant agrees to keep the results of such audit strictly confidential and examinationshall require its auditor to likewise keep the results of such audit strictly confidential.

Tenant Audit Right. Tenant shall have the right to object to a Statement during the one hundred twenty (a120)-day period following delivery of such Statement to Tenant (the “Audit Election Period”). In the event Tenant delivers a written notice to Landlord that Tenant objects to a Statement (the “Objection Notice”) Landlord during the Audit Election Period, then Tenant shall maintain its books and records relating to Operating Expenses for a period of at least three (3) years following have the year in which such Operating Expenses were incurredright, in a manner that is consistent with generally accepted accounting principles consistently applied to during the extent applicable to cash-basis accounting. Such books and records shall be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such periodtime periods specified below, at Tenant’s sole cost and expensecost, provided that: to review Landlord’s records relevant to such Statement, subject to the following conditions: (i1) neither Tenant nor Tenantthere is no uncured Event of Default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within twenty (20) days after Landlord makes Landlord’s employees or agents may divulge the contents of such books and records or the results of such examination available to any third party, except as may reasonably be necessary in Tenant’s business operations auditor and shall conclude within sixty (so long as 60) days after commencement; (5) the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise audit shall be required by applicable legal requirements; (ii) Tenant has not previously examined such conducted where Landlord maintains its books and records and shall not unreasonably interfere with respect the conduct of Landlord’s business; and (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit. If during the Audit Election Period Tenant shall not have objected to the same Operating Year; Statement in writing, then such Statement shall be final and binding upon Landlord and Tenant, and Tenant shall have no further right to object to such Statement. If Tenant timely delivers a written Objection Notice and (iii) , within the time periods specified above, Tenant provides conducts an audit and delivers to LandlordLandlord a written statement specifying objections to such Statement, at no cost, a copy of the report of then Tenant and Landlord shall meet to attempt to resolve such examination objection within ten (10) business days after receipt by delivery of the objection statement. If such objection is not resolved within such ten (10)-day period, then either party shall have the right, at any time within sixty (60) days after the expiration of such ten (10)-day period, to require that the dispute be submitted to binding arbitration under the rules of the American Arbitration Association. If neither Landlord nor Tenant commences an arbitration proceeding within such sixty (60)-day period, then the Statement in question shall be final and binding on Landlord and Tenant. (b) . Notwithstanding the foregoing that any such dispute remains unresolved, Tenant shall be obligated to the contrary, if such verification reveals that Tenant’s Share of Operating Expenses pay Landlord all amounts payable in accordance with this Article 4. The audit and arbitration procedures set forth in any Actual OpEx Statement exceeded this Section 4.6 shall be Tenant’s exclusive remedy with respect to the calculation of the amount of Tenant’s obligations under this Article 4. In the event that it is finally determined that Landlord over-billed Tenant by more than five ten percent (510%) ), then, provided that Tenant delivers to Landlord a written statement setting forth in reasonable detail the amount that expenses actually was dueincurred by Tenant in conducting such audit, Landlord shall reimburse Tenant for the lesser of the actual cost of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by in connection with such accountantaudit. Tenant Landlord shall include such reimbursement amount with the overpayment amount being credited against Rent or refunded to Tenant, as the case may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, within thirty (30) days after the completion of such verification and examinationbe.

Tenant Audit Right. (a) Landlord shall maintain its books and records relating to Operating Expenses for a period of at least three (3) years following the year in which such Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied to the extent applicable to cash-basis accountingGAAP. Such books and records shall be available after at least five ten (510) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees employees, agents or agents external auditors during such period, at Tenant’s sole cost and expenseexpense (including Landlord’s out-of-pocket costs incurred as a result of such audit); provided, provided that the right to initiate such audit shall expire within sixty (60) days after receipt of an Actual OpEx Statement with respect to the Operating Expenses covered thereby, and that: (i) neither Tenant nor Tenant’s employees employees, agents or agents external auditors may divulge the contents of such books and records or the results of such examination to any third party, except to Tenant’s attorneys, accountants or consultants or as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirementsLaws or a court of competent jurisdiction; (ii) Tenant has not previously examined or audited such books and records with respect to the same Operating Year; and (iii) Tenant provides to Landlord, at no cost, a copy of the report of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding the foregoing to the contrary, if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall shall, in addition to the amounts owed to Tenant under Paragraphs 5.1(d) and 5.2(b), reimburse Tenant for any costs reimbursed to Landlord under the foregoing subparagraph (a), plus the lesser of the actual cost of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, within thirty (30) days after the completion of such verification and examination.

Tenant Audit Right. If Tenant desires to dispute or question an amount shown on the annual statement, Tenant shall give Landlord written notice of such desire within one hundred eighty (a180) days after Tenant’s receipt of the annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall maintain have waived its books right to dispute or question the annual statement. Promptly after the receipt of such written notice from Tenant, Landlord and records relating Tenant shall endeavor in good faith to Operating Expenses for resolve such dispute or address Tenant’s questions, as the case may be. Regardless of whether any such dispute or question shall exist, Tenant shall have the right to cause a nationally or regionally recognized independent certified public accountant designated by Tenant, or CyberLease or The Symphony Group, to audit the annual statement or any amounts shown thereon, provided that (i) the auditor engaged by Tenant to conduct the audit is to be paid on an hourly and not a contingent fee basis, (ii) Tenant notifies Landlord in writing of Tenant’s intention to exercise such audit right within one hundred eighty (180) days after Tenant’s receipt of the annual statement, (iii) Tenant actually begins such audit within thirty (30) days after the notice from Tenant to Landlord advising Landlord that Tenant will require an audit (provided that such 30-day period within which the audit must be commenced shall be extended by the length of at least three (3) years following any delay in the year in which such Operating Expenses were incurred, in a manner commencement of the audit that is consistent with generally accepted accounting principles consistently applied caused by Landlord) and (iv) Tenant diligently pursues such audit to the extent applicable completion as quickly as reasonably possible. Landlord agrees to cash-basis accounting. Such books and records shall be make available after at least five (5) business days’ request by Tenant to Tenant’s auditors, at Landlord’s office during normal business hours in the Building or at such other location in the Xxx Xxxxxxxxx Xxx Xxxx as Landlord shall determine, the books and records relevant to the audit for review and copying (including accounting records on magnetic tape or diskette), but such books and records (and tapes and diskettes) may not be removed from Landlord’s offices. Tenant shall bear all costs of such audit, examination including Landlord’s actual copying costs and copying by personnel costs, if any incurred in connection with such audit (provided that, prior to incurring any personnel costs in connection with any such audit, Landlord shall advise Tenant and Tenantof Landlord’s employees or agents during such periodanticipated personnel costs so that Tenant may, at Tenant’s sole cost and expenseoption, provided that: (i) neither Tenant nor modify Tenant’s employees or agents may divulge activities with regard to such audit in order to preclude the contents of need for Landlord to incur such books and records or the results of such examination to any third partypersonnel costs), except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect to the same Operating Year; and (iii) Tenant provides to Landlord, at no cost, a copy of the report of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding the foregoing to the contrarythat, if such verification reveals that Tenant’s Share the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than of five percent (5%) or more, and Landlord’s auditors concur in such findings (or, in the amount that actually was dueabsence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the parties mutually agree in writing), then Landlord shall reimburse Tenant for the lesser bear all costs of the actual cost audit. If the agreed or confirmed audit shows an underpayment of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis)Expenses by Tenant, together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person shall pay to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faithLandlord, within thirty (30) days after the completion audit is agreed to or confirmed, the amount owed to Landlord, and, if the agreed or confirmed audit shows an overpayment of Expenses by Tenant, Landlord shall reimburse Tenant for such verification overpayment within thirty (30) days after the audit is agreed to or confirmed. Notwithstanding anything to the contrary set forth above, Tenant’s audit rights under this Section 4.B. shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Article 4 within the time stipulated herein for payment (including, without limitation, the contested amounts) and examination(ii) Tenant and its auditor executing, prior to the commencement of the audit, a confidentiality agreement in form and substance reasonably satisfactory to Landlord in which Tenant and its auditor shall agree to keep confidential, and not disclose to any other party, except as required by applicable law, the results of any such audit or any action taken by Landlord in response thereto.

Tenant Audit Right. (a) Tenant shall have the right, on reasonable notice to Landlord shall maintain its books and records relating at reasonable times, to Operating Expenses for a period of at least three (3) years following the year in which such Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied to the extent applicable to cash-basis accounting. Such books inspect and records shall be available after at least five (5) business days’ request by Tenant at review Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such period, at Tenant’s sole cost and expense, provided that: (i) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect to the same Operating Year; and Expenses, provided that Tenant shall conduct such inspection and review for any year no later than six (iii6) Tenant provides to Landlord, at no cost, a copy months after delivery of the report of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding the foregoing to the contrary, if such verification reveals that Tenant’s Share statement of Operating Expenses set forth in for such year and provided that Tenant shall timely pay all sums due with respect to Operating Expenses notwithstanding that it shall elect to perform such an inspection and review. Such payment may be made without prejudice to Tenant’s rights under this paragraph. If it shall be determined that Tenant shall have overpaid any Actual OpEx Statement exceeded by more than five percent (5%) the amount that actually was duesums on account of Operating Expenses, Landlord shall reimburse promptly refund the same. If the audit discloses any overpayment on the part of Tenant, then Tenant shall be entitled to a credit on the next succeeding installment of rent for an amount equal to the lesser overcharge plus interest on the amount of such overcharge from the date on which Tenant received the statement of Operating Expenses until the date Tenant completes the audit at a rate of 18% per annum, and such credit shall be extended to succeeding installments of rent in the event such overcharge exceeds the amount of the actual cost next succeeding such installment and, in the event the term of this Lease has expired or been earlier terminated, then Tenant shall be entitled to a refund of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, excess from Landlord within thirty (30) days after the completion of the audit. In addition, in the event such verification audit by Tenant discloses such an overcharge in excess of the ten percent (10%) of the amount payable in accordance with Article 6 of this Lease, then Landlord shall pay to Tenant the reasonable costs and examinationexpenses of such audit, such costs not to exceed thirty-three percent (33%) of the total amount of the overcharge.

Tenant Audit Right. (a) Landlord shall maintain its books permit Tenant, at Tenant’s expense and records during normal business hours, but only one time with respect to any Operating Year, to review Landlord’s invoices and statement relating to the Operating Expenses Costs for a period the applicable Operating Year for the purpose of at least verifying the Operating Costs and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than thirty (30) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced and prosecuted by Tenant with due diligence. Any Operating Costs statement or accounting by Landlord shall be binding and conclusive upon Tenant unless (i) Tenant duly requests such review within such 30-day period, and (ii) within three (3) years following months after such review request, Tenant shall notify Landlord in writing that Tenant disputes the year correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Tenant shall have no right to conduct a review or to give Landlord notice that it desires to conduct a review at any time Tenant is in default under the Lease. The accountant conducting the review shall (i) be a qualified lease auditor approved by Landlord (such Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied approval not to the extent applicable to cash-basis accounting. Such books and records shall be available after unreasonably withheld) having at least five (5) business days’ request by years applicable experience, and (ii) be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. No subtenant shall have any right to conduct a review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the Premises. Tenant at Landlord’s office during normal business hours for auditagrees that all information obtained from any such Operating Costs review, examination and copying including without limitation, the results of any Operating Costs review shall be kept strictly confidential by Tenant and Tenant’s employees or agents during such period, at Tenant’s sole cost and expense, provided that: (i) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination shall not be disclosed to any third party, except as may reasonably be necessary in Tenant’s business operations (so long as other person or entity. If the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) audit shows that Tenant has not previously examined such books and records overpaid with respect to the same Operating Year; and (iii) Tenant provides Costs for an Operating Year then, then, absent a good faith challenge by Landlord to Landlord, at no cost, a copy of the report of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding the foregoing to the contrary, if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than five percent (5%) the amount that actually was dueresults, Landlord shall reimburse any such overpayment to Tenant. If the audit shows that Tenant has underpaid with respect to Operating Costs for the lesser of the actual cost of an Operating Year Tenant shall reimburse Landlord for such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, within thirty (30) days after the completion of such verification and examinationunderpayment.

Tenant Audit Right. (a) Landlord Tenant shall maintain its have the right to examine, copy and audit Landlord's books and records relating to establishing Operating Expenses for a period of at least three (3) years following the year in which such any Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied Year by giving written notice to the extent applicable to cash-basis accounting. Such books and records shall be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such period, at Tenant’s sole cost and expense, provided that: Landlord within (i) neither one (1) year and ninety (90) days following the date that Tenant nor Tenant’s employees or agents may divulge receives the contents accounting of Operating Expenses for the first Operating Year from Landlord, and (ii) thereafter, ninety (90) days following the date that Tenant receives the accounting of Operating Expenses for any subsequent Operating Year from Landlord. Tenant shall give Landlord not less than thirty (30) days' prior notice of its intention to examine and audit such books and records or the results of records, and such examination to any third party, except and audit shall take place at such place within the continental United States as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined Landlord routinely maintains such books and records records, unless Landlord elects to have such examination and audit take place in another location designated by Landlord in the city and state in which the Property is located. If, pursuant to the audit, it is conclusively determined that the payments made for such Operating Year by Tenant exceed Tenant's required payment on account of Operating Expenses for such Operating Year, then Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Rent (or promptly refund such overpayment if the same Operating Year; and (iii) Term of this Lease has ended and Tenant provides has no further obligation to Landlord, at no cost, a copy of the report of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding the foregoing to the contrary); but, if such verification reveals it is conclusively determined that Tenant’s Share of Operating Expenses set forth in any Actual OpEx Statement exceeded the payments made by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for such Operating Year are less than Tenant's required payment as established by the lesser of examination and audit, Tenant shall pay the actual cost of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person deficiency to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, Landlord within thirty (30) days after conclusion of the completion examination and audit, and the obligation to make such payment for any period within the Term shall survive expiration or earlier termination of such verification the Term. Tenant shall be required to deliver to Landlord a copy of its contract with its auditor and examinationa copy of all reports produced by its auditor, and Tenant shall not be permitted to engage an auditor which is paid on a contingency or percentage basis. If Tenant does not elect to exercise its right to examine and audit Landlord's books and records for any Operating Year within the time period provided for by this paragraph, Tenant shall have no further right to challenge Landlord's statement of Operating Expenses.

Tenant Audit Right. Within ninety (a90) days after receipt of a Statement (“Audit Period”), Tenant shall be entitled, upon no less than five (5) days united notice to Landlord and during business hours at Landlord’s office or such other place as Landlord shall maintain its designate, to inspect and examine those books and records of Landlord relating to Operating Expenses the determination of the Impounds charged to Tenant for the calendar year for which the Statement was prepared. In no event shall Tenant have the right to review Landlord’s tax returns or other books and records which are confidential and/or would not otherwise pertain to the Impound payments. The inspection of Landlord’s records :shall be performed by a period of at least national public accounting firm or a firm which is otherwise reasonably acceptable to Landlord (“Qualified Firm”). Tenant agrees and acknowledges that the selected Qualified Firm may not already be providing primary accounting services to Tenant nor shall it have provided primary accounting services to Tenant in the past three (3) years following the year in which such Operating Expenses were incurred, in and may not be paid on a manner that is consistent with generally accepted accounting principles consistently applied to the extent applicable to cash-basis accountingcontingency basis. Such books and records shall The examination must be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such period, at Tenant’s sole cost and expense, provided that: (i) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such books and records with respect to the same Operating Year; and (iii) Tenant provides to Landlord, at no cost, a copy of the report of such examination conducted within ten (10) business days after receipt by Tenant. of such taxes and records being made evadable to Tenant (b) Notwithstanding “Examination Period”). The Qualified Firm shall prepare a report indicating the foregoing to results of the contrary, if such verification reveals review (the “Report”). If the Report discloses that Tenant’s Share of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the lesser of the actual cost of such examination Impounds billed to Tenant was incorrect, the 1 Landlord estimates that the Impounds for 2011 will be $1,200/month appropriate party shall pay the other party the deficiency or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis)overpayment, together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basisas applicable, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between Landlord disputes the Parties, acting reasonably and in good faith, Report within thirty (30) days after the completion receipt of the Report by Landlord. If Landlord disputes the Report within this thirty (30) day period, Landlord and Tenant shall agree upon another Qualified Firm to review and verify the Impounds and provide the results thereof to Landlord and Tenant (the “Reconciliation Audit”). In such event, the determination as set forth in the Reconciliation Audit shall be binding upon Landlord and Tenant. All costs and expenses of the audit generating the Report shall be paid by Tenant unless the audit shows that the Landlord overstated the Impound Expenses in the Statement by more than five (5%), in which event Landlord shall pay the cost and expense of such verification audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and examinationTenant shall each pay one-half of the cost of the Reconciliation Audit. The exercise by Tenant by its audit rights hereunder shall not relieve Tenant of its obligations to pay any amounts billed by Landlord prior to the request for an inspection and examination of Landlord’s books and records or permit Tenant the right to audit any other sums with the exception of the amount set forth in the Statement. If Tenant does not elect to exercise its rights to audit during Audit Period and/or does not examine the books and records during the Examination Period, then Landlord’s Statement shall conclusively be deemed to be correct and Tenant shall be bound by Landlord’s determination. Additionally, Tenant agrees and acknowledges that Tenant’s Lease provisions relating to the impounds may vary from other tenants and that the audit rights set forth herein and the review of books and records shall be confidential and, with the exception of Tenant’s auditors, Tenant may not disclose or discuss the audit or the results of the audit with any other parties, including but not limited to, any other tenants.

Tenant Audit Right. (a) Landlord shall maintain its books and records relating to If Tenant disputes the amount of Operating Expenses for a period of at least three (3) years following the year in which such Operating Expenses were incurred, set forth in a manner that is consistent with generally accepted accounting principles consistently applied to given Expense Reconciliation, Tenant shall have the extent applicable to cash-basis accounting. Such books and records shall be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such periodright, at Tenant’s 's sole cost and expense, provided that: (i) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements; (ii) Tenant has not previously examined such cause Landlord's books and records with respect to the same Operating Year; and particular Expense Reconciliation to be audited (iiithe “Audit”), provided Tenant (i) has not defaulted under this Lease and failed to cure such default within the time period specified in this Lease and (ii) delivers written notice (an “Audit Notice”) to Landlord on or prior to the date that is ninety (90) days after Landlord delivers the Expense Reconciliation in question to Tenant provides (such 90-day period, the “Response Period”). If Tenant fails to timely deliver an Audit Notice with respect to a given Expense Reconciliation, then Tenant's right to undertake an Audit with respect to that Expense Reconciliation shall automatically and irrevocably be waived. Any Expense Reconciliation shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of the applicable Response Period, unless prior thereto, Tenant timely delivers an Audit Notice with respect to the then-applicable Expense Reconciliation. If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within sixty (60) days after the Audit Notice is delivered to Landlord, at no cost, a copy and the Audit must be completed within thirty (30) days of the report date on which it is begun. If Tenant fails, for any reason, to commence and complete the Audit within such periods, the Expense Reconciliation that Tenant elected to Audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. The Audit shall take place at the offices of Landlord where its books and records are located, at a mutually convenient time during Landlord's regular business hours. Tenant hereby covenants and agrees that any person or entity engaged by Tenant to conduct the Audit shall be compensated on an hourly basis and shall not be compensated based upon a commission or contingency fee basis. Accordingly, any representative of Tenant conducting, assisting, or having any involvement with the audit shall not be permitted to have a financial stake in the outcome of the audit and Landlord shall be entitled to receive credible evidence of the same and Landlord may refuse to allow the audit in the absence of such examination within ten (10) business days after receipt by Tenant. (b) Notwithstanding evidence. Additionally, any representative of Tenant conducting an audit shall first sign a confidentiality agreement that provides that it will not disclose the foregoing audit, its conclusions or any information obtained in the course of conducting the audit to anyone other than Tenant and Landlord. If the contrary, if such verification reveals results of the Audit reveal that the Tenant’s Share of ultimate liability for Operating Expenses does not equal the amount set forth in the Expense Reconciliation with respect to the Expense Reconciliation that is the subject of the Audit, the appropriate adjustment shall be made between Landlord and Tenant, and any Actual OpEx Statement exceeded payment required to be made by more than five percent (5%) the amount that actually was due, Tenant to Landlord shall reimburse Tenant for the lesser of the actual cost of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, made within thirty (30) days after the completion date of the Audit, and any amount owing by Landlord to Tenant shall be credited against the next maturing installments due from Tenant to Landlord for Tenant’s Proportionate Share of Operating Expenses. Notwithstanding the foregoing, Landlord shall have the right to challenge Tenant’s Audit, in which event the matter shall be submitted to an independent certified public accountant mutually acceptable to both parties, whose certification as to the proper amount shall be final and binding as between Landlord and Tenant. Tenant shall pay the cost of such verification certification unless such certification determines that Tenant was overbilled by at least 2% in which event Landlord shall pay the cost of such certification. Pending resolution of the matter, Tenant shall pay the amounts as determined by Landlord, subject to retroactive adjustment after the matter is resolved. Tenant shall keep the results of all Tenant audits confidential. In no event shall this Lease be terminable nor shall Landlord be liable for damages based upon any disagreement regarding an adjustment of Operating Expenses; provided, in the event that the Audit it undisputed by Landlord and examinationreveals that any of the Operating Expenses are overstated by four percent (4%) or more in any Expense Reconciliation, Landlord shall be responsible to reimburse Tenant the reasonable cost of the Audit within thirty (30) days after the date of the Audit. Tenant agrees that the results of any Audit shall be kept strictly confidential by Tenant and shall not be disclosed to any other person or entity.