Common use of Tenant Audit Right Clause in Contracts

Tenant Audit Right. Within ninety (90) 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 designate, to inspect and examine those books and records of Landlord relating to 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 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 and may not be paid on a contingency basis. The examination must be conducted within ten (10) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results of the review (the “Report”). If the Report discloses that the amount of the 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 overpayment, as applicable, unless Landlord disputes the Report within thirty (30) days after the 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 audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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. Within ninety Tenant shall have a period of one hundred twenty (90120) days after receipt of a Statement (“Audit Period”), Tenant shall be entitled, upon no less than five (5) days united 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 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 Landlord’s Xxxxxxxx's office or such other place as Landlord shall designate, to inspect and examine those books and Xxxxxxxx's records of Landlord relating to the determination challenged item or items. Tenant shall give written notice to Landlord prior to expiration of such sixty (60) day of whether Tenant continues to challenge any of the Impounds charged to Tenant for the calendar year for items originally objected to, in which the Statement was prepared. In no event shall Tenant have the right to review Landlord’s tax returns or other books case an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm), designated by Xxxxxx and records which are confidential and/or would not otherwise pertain to the Impound payments. The inspection of Landlord’s records :shall be performed approved by a 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 which approval shall it have provided primary accounting services to Tenant in the past three (3) years and may not be paid on a contingency basis. The examination must be conducted within ten (10unreasonably withheld) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results of the review (the “Report”)"Independent CPA") shall inspect Landlord's records at Landlord's offices at Tenant's expense. If the Report discloses that Independent CPA determines an error was made in the amount calculation of Common Area Expenses from the Impounds billed annual statement, 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 was incorrector by, Tenant to Landlord shall be (i) in the 1 case of amounts owing from Tenant to Landlord estimates that the Impounds for 2011 will be $1,200/month appropriate party shall pay the other party the deficiency or overpayment, as applicable, unless Landlord disputes the Report paid within thirty (30) days after following such determination, and (ii) in the receipt case of amounts owing from Landlord to Tenant, credited against the Report by Landlord. If next payment of Base Rent due Landlord disputes under this terms of this Lease, or if the Report Lease Term, as the same may be extended, has expired, within this thirty (30) day period, Landlord and Tenant shall agree upon another Qualified Firm to review and verify days of such determination. If the Impounds and provide audit performed the results thereof to Landlord and Tenant (the “Reconciliation Audit”). In such event, the Independent CPA reveals that Xxxxxxxx's determination of Xxxxxx's Pro Rata Share of Common Area Expenses 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 any statement sent to Tenant unless the audit shows that the Landlord overstated the Impound Expenses was in the Statement error in Landlord's favor by more than five percent (5%), in which event Landlord shall pay to Tenant the reasonable cost and expense of such audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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 Statementexceed $5,000. If Tenant does not elect fails to exercise its rights review the records or fails to audit during Audit Period and/or does not examine the books and records during the Examination Periodgive timely written notice to Landlord that it continues to object, then Landlord’s Statement Tenant shall conclusively be deemed to be correct 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 amount claimed by Landlord to be bound by Landlord’s determination. Additionallydue as and when provided for herein, Tenant agrees and acknowledges that Tenant’s Lease provisions relating to pending 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 resolution 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's objection.

Tenant Audit Right. Within ninety (90) days after receipt of a Statement (“Audit Period”), Tenant shall be entitledhave the right, upon no less than five (5) days united on reasonable notice to Landlord and during business hours at Landlord’s office or such other place as Landlord shall designatereasonable times, to inspect and examine those review Landlord’s books and records of Landlord relating with respect to the determination Operating Expenses, provided that Tenant shall conduct such inspection and review for any year no later than six (6) months after delivery of the Impounds charged statement of Operating Expenses for such year and provided that Tenant shall timely pay all sums due with respect to Tenant for the calendar year for which the Statement was preparedOperating Expenses notwithstanding that it shall elect to perform such an inspection and review. In no event shall Tenant have the right Such payment may be made without prejudice to review LandlordTenant’s tax returns or other books and records which are confidential and/or would not otherwise pertain to the Impound paymentsrights under this paragraph. The inspection of Landlord’s records :If it shall be performed by a national public accounting firm or a firm which is otherwise reasonably acceptable to determined that Tenant shall have overpaid any sums on account of Operating Expenses, Landlord (“Qualified Firm”). Tenant agrees and acknowledges that shall promptly refund 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 and may not be paid on a contingency basis. The examination must be conducted within ten (10) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results of the review (the “Report”)same. If the Report audit discloses that 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 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 Impounds billed 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 Tenant was incorrect, the 1 a refund of such excess from Landlord estimates that the Impounds for 2011 will be $1,200/month appropriate party shall pay the other party the deficiency or overpayment, as applicable, unless Landlord disputes the Report within thirty (30) days after the receipt completion 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”)audit. In such eventaddition, the determination as set forth in the Reconciliation Audit event such 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 be binding upon Landlord and Tenant. All pay to Tenant the reasonable 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 audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant shall each pay onesuch costs not to exceed thirty-half three percent (33%) of the cost total amount 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 tenantsovercharge.

Tenant Audit Right. Within If Tenant disputes the amount of Operating Expenses set forth in a given Expense Reconciliation, Tenant shall have the right, at Tenant’s sole expense, to cause Landlord’s books and records with respect to the particular Expense Reconciliation to be audited (the “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 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 designate, to inspect and examine those books and records of Landlord relating to delivers 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 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 Expense Reconciliation in the past three (3) years and may not be paid on a contingency basis. The examination must be conducted within ten (10) days of such taxes and records being made evadable question to Tenant (such 90-day period, the “Examination 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, and the Audit must be completed within thirty (30) days of the 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 Qualified Firm Audit shall prepare take place at the offices of Landlord where its books and records are located, at a report indicating 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 evidence. Additionally, any representative of Tenant conducting an audit shall first sign a confidentiality agreement that provides that it will not disclose the audit, its conclusions or any information obtained in the course of conducting the audit to anyone other than Tenant and Landlord. If the results of the review (the “Report”). If the Report discloses Audit reveal that the Tenant’s 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 Impounds billed to Tenant was incorrectAudit, the 1 appropriate adjustment shall be made between Landlord estimates that the Impounds for 2011 will and Tenant, and any payment required to be $1,200/month appropriate party made by Tenant to Landlord shall pay the other party the deficiency or overpayment, as applicable, unless Landlord disputes the Report be made within thirty (30) days after the receipt date of the Report Audit, and any amount owing by LandlordLandlord to Tenant shall be credited against the next maturing installments due from Tenant to Landlord for Tenant’s Proportionate Share of Operating Expenses. If Landlord disputes Notwithstanding the Report within this thirty (30) day periodforegoing, Landlord and Tenant shall agree upon another Qualified Firm have the right to review and verify challenge Tenant’s Audit, in which event 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 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 upon as between Landlord and Tenant. All costs and expenses Tenant shall pay the cost of the audit generating the Report shall be paid such certification unless such certification determines that Tenant was overbilled by Tenant unless the audit shows that the Landlord overstated the Impound Expenses in the Statement by more than five (5%), at least 2% in which event Landlord shall pay the cost and expense of such auditcertification. Notwithstanding Pending resolution of the foregoingmatter, 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 Reconciliation Audit is performedit undisputed by Landlord and reveals that any of the Operating Expenses are overstated by four percent (4%) or more in any Expense Reconciliation, Landlord and shall be responsible to reimburse Tenant shall each pay one-half of the reasonable cost of the Reconciliation Audit within thirty (30) days after the date of the 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 Audit shall be kept strictly confidential by Tenant and shall not be disclosed to any other parties, including but not limited to, any other tenantsperson or entity.

Tenant Audit Right. Within ninety (90) 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 designate, to inspect and examine those books and records of Landlord relating to 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 object to an Annual Expense Statement during the one hundred eighty (180)-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”) during the Audit Election Period, then Tenant shall have the right, during the thirty (30)-day period following delivery of such Objection Notice, at Tenant’s sole cost, to review Landlord’s tax returns or other books and records which are confidential and/or would not otherwise pertain relevant to such Annual Expense Statement, subject to the Impound payments. The inspection following conditions: (1) there is no uncured Event of Landlord’s records :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 national public firm retained on a “contingency fee” basis; (4) the audit shall commence within twenty (20) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (5) the audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; and (6) Tenant and its accounting firm or shall treat any audit in a firm which is otherwise reasonably acceptable confidential manner. If during the Audit Election Period Tenant shall not have objected to an Annual Expense Statement in writing, then such Annual Expense Statement shall be final and binding upon Landlord and Tenant, and Tenant shall have no further 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 (“Qualified Firm”). a written statement specifying objections to such Annual Expense Statement, then Tenant agrees and acknowledges that the selected Qualified Firm may not already be providing primary accounting services Landlord shall meet to Tenant nor shall it have provided primary accounting services attempt to Tenant in the past three (3) years and may not be paid on a contingency basis. The examination must be conducted resolve such objections within ten (10) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results after delivery of the review (the “Report”)objection statement. If the Report discloses that the amount of the Impounds billed to Tenant was incorrectsuch objections are not resolved within such ten (10)-day period, the 1 Landlord estimates that the Impounds for 2011 will be $1,200/month appropriate then either party shall pay have the other party the deficiency or overpaymentright, as applicable, unless Landlord disputes the Report at any time within thirty sixty (3060) days after the receipt expiration of such ten (10)-day period, to require that the dispute be submitted to binding arbitration under the rules of the Report by LandlordAmerican Arbitration Association. If neither Landlord disputes the Report nor Tenant commences an arbitration proceeding within this thirty such sixty (30) day 60)-day period, Landlord and Tenant shall agree upon another Qualified Firm to review and verify then the Impounds and provide the results thereof to Landlord and Tenant (the “Reconciliation Audit”). In such event, the determination as set forth Annual Expense Statement in the Reconciliation Audit question shall be final and binding upon on Landlord and Tenant. All costs Notwithstanding that any such dispute remains unresolved, Tenant shall be obligated to pay Landlord all amounts payable in accordance with this Section 10. The audit and expenses arbitration procedures set forth in this Section 10 shall be Tenant’s exclusive remedy with respect to the calculation of the audit generating the Report shall be paid by amount of Tenant’s obligations under this Section 10; provided, however, that if it is finally determined that Landlord over-billed Tenant unless the audit shows that the Landlord overstated the Impound Expenses in the Statement by more than five percent (5%), then, provided that Tenant delivers to Landlord a written statement setting forth in which event reasonable detail the expenses actually incurred by Tenant in conducting such audit, Landlord shall pay the cost and expense of reimburse Tenant for Tenant’s reasonable expenses incurred in connection with such audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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 include such reimbursement amount with the exception of overpayment amount being credited against Rent or refunded to Tenant, as 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 case 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 tenantsbe.

Tenant Audit Right. Within ninety (90) 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 designate, to inspect and examine those books and records of Landlord relating to 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 object to a Statement during the one hundred twenty (120)-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”) during the Audit Election Period, then Tenant shall have the right, during the time periods specified below, at Tenant’s sole cost, to review Landlord’s tax returns or other books and records which are confidential and/or would not otherwise pertain relevant to such Statement, subject to the Impound payments. The inspection following conditions: (1) there is no uncured Event of Landlord’s records :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 national public firm retained on a “contingency fee” basis; (4) the audit shall commence within twenty (20) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (5) the audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; and (6) Tenant and its accounting firm or shall treat any audit in a firm which is otherwise reasonably acceptable 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 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, within the time periods specified above, Tenant conducts an audit and delivers to Landlord (“Qualified Firm”). a written statement specifying objections to such Statement, then Tenant agrees and acknowledges that the selected Qualified Firm may not already be providing primary accounting services Landlord shall meet to Tenant nor shall it have provided primary accounting services attempt to Tenant in the past three (3) years and may not be paid on a contingency basis. The examination must be conducted resolve such objection within ten (10) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results after delivery of the review (the “Report”)objection statement. If the Report discloses that the amount of the Impounds billed to Tenant was incorrectsuch objection is not resolved within such ten (10)-day period, the 1 Landlord estimates that the Impounds for 2011 will be $1,200/month appropriate then either party shall pay have the other party the deficiency or overpaymentright, as applicable, unless Landlord disputes the Report at any time within thirty sixty (3060) days after the receipt expiration of such ten (10)-day period, to require that the dispute be submitted to binding arbitration under the rules of the Report by LandlordAmerican Arbitration Association. If neither Landlord disputes the Report nor Tenant commences an arbitration proceeding within this thirty such sixty (30) day 60)-day period, Landlord and Tenant shall agree upon another Qualified Firm to review and verify then the Impounds and provide the results thereof to Landlord and Tenant (the “Reconciliation Audit”). In such event, the determination as set forth Statement in the Reconciliation Audit question shall be final and binding upon on Landlord and Tenant. All costs Notwithstanding that any such dispute remains unresolved, Tenant shall be obligated to pay Landlord all amounts payable in accordance with this Article 4. The audit and expenses arbitration procedures set forth in this Section 4.6 shall be Tenant’s exclusive remedy with respect to the calculation of the audit generating amount of Tenant’s obligations under this Article 4. In the Report shall be paid by event that it is finally determined that Landlord over-billed Tenant unless the audit shows that the Landlord overstated the Impound Expenses in the Statement by more than five ten percent (510%), then, provided that Tenant delivers to Landlord a written statement setting forth in which event reasonable detail the expenses actually incurred by Tenant in conducting such audit, Landlord shall pay the cost and expense of reimburse Tenant for reasonable expenses incurred in connection with such audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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 include such reimbursement amount with the exception of overpayment amount being credited against Rent or refunded to Tenant, as 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 case 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 tenantsbe.

Tenant Audit Right. Within ninety Tenant shall have a period of thirty (9030) days after receipt of a Statement (“Audit Period”), Tenant shall be entitled, upon no less than five (5) days united 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 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 's office or such other place as Landlord shall designate, to inspect and examine those books and Xxxxxxxx's records of Landlord relating to the determination challenged item or items. Tenant shall give written notice to Landlord prior to expiration of such thirty (30) day of whether Tenant continues to challenge any of the Impounds charged to 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 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 approved by a 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 which approval shall it have provided primary accounting services to Tenant in the past three (3) years and may not be paid on a contingency basis. The examination must be conducted within ten (10unreasonably withheld) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results of the review (the “Report”)"Independent CPA") shall inspect Landlord's records at Landlord's offices at Tenant's expense. If the Report discloses that Independent CPA determines an error was made in the amount calculation of Common Area Expenses from the Impounds billed annual statement, 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 was incorrect, or by Tenant to Landlord shall be (i) in the 1 case of amounts owing from Tenant to Landlord estimates that the Impounds for 2011 will be $1,200/month appropriate party shall pay the other party the deficiency or overpayment, as applicable, unless Landlord disputes the Report paid within thirty (30) days after following such determination, and (ii) in the receipt case of amounts owing from Landlord to Tenant, credited against the Report by Landlord. If next payment of Base Rent due Landlord disputes under this terms of this Lease, or if the Report Lease Term, as the same may be extended, has expired, within this thirty (30) day period, Landlord and Tenant shall agree upon another Qualified Firm to review and verify days of such determination. If the Impounds and provide audit performed the results thereof to Landlord and Tenant (the “Reconciliation Audit”). In such event, the Independent CPA reveals that Xxxxxxxx's determination of Xxxxxx's Pro Rata Share of Common Area Expenses 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 any statement sent to Tenant unless the audit shows that the Landlord overstated the Impound Expenses was in the Statement error in Landlord's favor by more than five percent (5%), in which event Landlord shall pay to Tenant the reasonable cost and expense of such audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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 Statementexceed $2,500. If Tenant does not elect fails to exercise its rights review the records or fails to audit during Audit Period and/or does not examine the books and records during the Examination Periodgive timely written notice to Landlord that it continues to object, then Landlord’s Statement Tenant shall conclusively be deemed to be correct 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 amount claimed by Landlord to be bound by Landlord’s determination. Additionallydue as and when provided for herein, Tenant agrees and acknowledges that Tenant’s Lease provisions relating to pending 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 resolution 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's objection.

Tenant Audit Right. Within ninety (90) 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 designate, to inspect and examine those books and records of Landlord relating to 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 audit the applicable records of Landlord to confirm that the charges billed to Tenant under Sections 5 and records which 6 are confidential and/or would not otherwise pertain proper and conform to the Impound paymentsprovisions of such Sections. The inspection of Landlord’s records :Such right shall be performed exercisable by a 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 within three (3) years and may not be paid on a contingency basis. The examination must be conducted within ten (10) days months after Tenant's receipt of Landlord's annual statement of such taxes charges. Landlord shall cooperate with Tenant in providing Tenant reasonable access to Landlord's books and records being made evadable during normal business hours to enable Tenant to audit Landlord's books and records as they relate to any costs or expenses passed through to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results pursuant to any provisions of the review (the “Report”)this Lease. If the Report audit discloses that 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 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 succeeding installments of rent in the event such overcharge exceeds the amount of the Impounds billed 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 Tenant was incorrect, the 1 a refund of such excess from Landlord estimates that the Impounds for 2011 will be $1,200/month appropriate party shall pay the other party the deficiency or overpayment, as applicable, unless Landlord disputes the Report within thirty (30) days after such date or expiration or earlier termination. In addition, in the receipt event such audit by Tenant discloses such an overcharge in excess of the Report by Landlord. If five percent (5%) of the amount payable in accordance with Sections 5 and 6, then Landlord disputes shall pay to Tenant 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 reasonable out of pocket costs and expenses of such audit, not to exceed $1,500.00 in the audit generating the Report shall be aggregate 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 auditto an independent third party auditor. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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 keep the results of such audit strictly confidential and shall require its auditor to likewise keep the results of such audit with any other parties, including but not limited to, any other tenantsstrictly confidential.

Tenant Audit Right. Within If Tenant disputes the amount of Operating Expenses set forth in a given Expense Reconciliation, Tenant shall have the right, at Tenant's sole expense, to cause Landlord's books and records with respect to the particular Expense Reconciliation to be audited (the “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 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 designate, to inspect and examine those books and records of Landlord relating to delivers 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 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 Expense Reconciliation in the past three (3) years and may not be paid on a contingency basis. The examination must be conducted within ten (10) days of such taxes and records being made evadable question to Tenant (such 90-day period, the “Examination 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, and the Audit must be completed within thirty (30) days of the 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 Qualified Firm Audit shall prepare take place at the offices of Landlord where its books and records are located, at a report indicating 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 evidence. Additionally, any representative of Tenant conducting an audit shall first sign a confidentiality agreement that provides that it will not disclose the audit, its conclusions or any information obtained in the course of conducting the audit to anyone other than Tenant and Landlord. If the results of the review (the “Report”). If the Report discloses Audit reveal that the Tenant’s 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 Impounds billed to Tenant was incorrectAudit, the 1 appropriate adjustment shall be made between Landlord estimates that the Impounds for 2011 will and Tenant, and any payment required to be $1,200/month appropriate party made by Tenant to Landlord shall pay the other party the deficiency or overpayment, as applicable, unless Landlord disputes the Report be made within thirty (30) days after the receipt date of the Report Audit, and any amount owing by LandlordLandlord to Tenant shall be credited against the next maturing installments due from Tenant to Landlord for Tenant’s Proportionate Share of Operating Expenses. If Landlord disputes Notwithstanding the Report within this thirty (30) day periodforegoing, Landlord and Tenant shall agree upon another Qualified Firm have the right to review and verify challenge Tenant’s Audit, in which event 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 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 upon as between Landlord and Tenant. All costs and expenses Tenant shall pay the cost of the audit generating the Report shall be paid such certification unless such certification determines that Tenant was overbilled by Tenant unless the audit shows that the Landlord overstated the Impound Expenses in the Statement by more than five (5%), at least 2% in which event Landlord shall pay the cost and expense of such auditcertification. Notwithstanding Pending resolution of the foregoingmatter, 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 Reconciliation Audit is performedit undisputed by Landlord and reveals that any of the Operating Expenses are overstated by four percent (4%) or more in any Expense Reconciliation, Landlord and shall be responsible to reimburse Tenant shall each pay one-half of the reasonable cost of the Reconciliation Audit within thirty (30) days after the date of the 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 Audit shall be kept strictly confidential by Tenant and shall not be disclosed to any other parties, including but not limited to, any other tenantsperson or entity.

Tenant Audit Right. Within Tenant shall have the right to examine, copy and audit Landlord's books and records establishing Operating Expenses for any Operating Year by giving written notice to Landlord within (i) one (1) year and ninety (90) days after receipt following the date that Tenant receives the accounting of a Statement Operating Expenses for the first Operating Year from Landlord, and (“Audit Period”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, and such examination and audit shall take place at such place within the continental United States as Landlord routinely maintains such books and 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 Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if it is conclusively determined that the payments made by Tenant for such Operating Year are less than Tenant's required payment as established by the examination and audit, Tenant shall be entitled, upon no less than five (5) days united notice pay the deficiency to Landlord and during business hours at Landlord’s office or such other place as Landlord shall designate, to inspect and examine those books and records of Landlord relating to 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 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 and may not be paid on a contingency basis. The examination must be conducted within ten (10) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results of the review (the “Report”). If the Report discloses that the amount of the 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 overpayment, as applicable, unless Landlord disputes the Report within thirty (30) days after the receipt conclusion of the Report examination and audit, and the obligation to make such payment for any period within the Term shall survive expiration or earlier termination of the Term. Tenant shall be required to deliver to Landlord a copy of its contract with its auditor and a copy of all reports produced by Landlord. If Landlord disputes the Report within this thirty (30) day periodits auditor, Landlord and Tenant shall agree upon another Qualified Firm not be permitted 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 engage an auditor which is 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 audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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 on a contingency or permit Tenant the right to audit any other sums with the exception of the amount set forth in the Statementpercentage basis. If Tenant does not elect to exercise its rights right to examine and audit during Audit Period and/or does not examine the Landlord's books and records during for any Operating Year within the Examination Periodtime period provided for by this paragraph, then Landlord’s Statement shall conclusively be deemed to be correct and Tenant shall be bound by have no further right to challenge 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 's statement 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 tenantsOperating Expenses.

Tenant Audit Right. Within 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 (90) days after Tenant’s receipt of a Statement (“Audit Period”)the annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall have waived its right to dispute or question the annual statement. Promptly after the receipt of such written notice from Tenant, Landlord and Tenant shall endeavor in good faith to 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 entitledpaid on an hourly and not a contingent fee basis, upon no less than 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 ninety (90) days after Tenant’s receipt of the annual statement, (ii) actually begins such audit within forty-five (545) days united after the notice from Tenant to Landlord advising Landlord that Tenant will require an audit (provided that such forty-five (45) day period within which the audit must be commenced shall be extended by the length of any delay in the commencement of the audit that is caused by Landlord) and during business hours (iii) diligently pursues such audit to completion as quickly as reasonably possible. Landlord agrees to make available to Tenant’s auditors, at Landlord’s office 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. Tenant shall bear all costs of such audit, including Landlord’s actual copying costs and 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 of Landlord’s anticipated personnel costs so that Tenant may, at Tenant’s option, modify Tenant’s activities with regard to such audit in order to preclude the need for Landlord to incur such personnel costs), except that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Expenses of five percent (5%) or more, and Landlord’s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other place dispute resolution mechanism as to which the parties mutually agree in writing), then Landlord shall designate, to inspect and examine those books and records of Landlord relating to the determination bear all costs 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 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 and may not be paid on a contingency basis. The examination must be conducted within ten (10) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results of the review (the “Report”)audit. If the Report discloses that the amount agreed or confirmed audit shows an underpayment of the Impounds billed to Expenses by Tenant, 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 overpaymentto Landlord, as applicable, unless Landlord disputes the Report within thirty (30) days after the receipt audit is agreed to or confirmed, the amount owed to Landlord, and, if the agreed or confirmed audit shows an overpayment of the Report Expenses by Landlord. If Tenant, Landlord disputes the Report shall reimburse Tenant for such overpayment within this thirty (30) day period, Landlord and Tenant shall agree upon another Qualified Firm days after the audit is agreed to review and verify or confirmed. Notwithstanding anything to the Impounds and provide the results thereof to Landlord and Tenant (the “Reconciliation Audit”). In such event, the determination as contrary set forth in the Reconciliation Audit above, Tenant’s audit rights under this Section 4.B. shall be binding conditioned upon Landlord and Tenant. All costs and expenses of (i) Tenant having paid 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 audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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 total amounts billed by Landlord under this Article 4 within the time stipulated herein for payment (including, without limitation, the contested amounts) and (ii) Tenant and its auditor executing, prior to the request for an inspection commencement of the audit, a confidentiality agreement in form and examination of Landlord’s books substance reasonably satisfactory to Landlord in which Tenant and records or permit Tenant the right its auditor shall agree to audit keep confidential, and not disclose to 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 Periodparty, then Landlord’s Statement shall conclusively be deemed to be correct and Tenant shall be bound except as required by Landlord’s determination. Additionallyapplicable Law, 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 any such audit with or any other parties, including but not limited to, any other tenantsaction taken by Landlord in response thereto.

Tenant Audit Right. Within ninety 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 (90180) days after Tenant’s receipt of a Statement (“Audit Period”)the annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall be entitledhave waived its right to dispute or question the annual statement. Promptly after the receipt of such written notice from Tenant, upon no less than five (5) days united notice to Landlord and during business hours at LandlordTenant shall endeavor in good faith to resolve such dispute or address Tenant’s office questions, as the case may be. Regardless of whether any such dispute or such other place as Landlord question shall designateexist, to inspect and examine those books and records of Landlord relating to 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 cause a nationally or other books and records which are confidential and/or would not otherwise pertain regionally recognized independent certified public accountant designated by Tenant, or CyberLease or The Symphony Group, to audit the Impound payments. The inspection of Landlord’s records :shall be performed annual statement or any amounts shown thereon, provided that (i) the auditor engaged by a national public accounting firm or a firm which Tenant to conduct the audit 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 and may not be paid on an hourly and not a contingency contingent fee basis. The examination must be conducted , (ii) Tenant notifies Landlord in writing of Tenant’s intention to exercise such audit right within ten one hundred eighty (10180) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results after Tenant’s receipt of the review annual statement, (the “Report”). If the Report discloses that the amount of the Impounds billed to iii) 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 overpayment, as applicable, unless Landlord disputes the Report actually begins such audit within thirty (30) days after the receipt 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 any delay in the commencement of the Report audit that is caused by Landlord) and (iv) Tenant diligently pursues such audit to completion as quickly as reasonably possible. Landlord agrees to make available to Tenant’s auditors, at Landlord’s office 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, including Landlord’s actual copying costs and 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 of Landlord’s anticipated personnel costs so that Tenant may, at Tenant’s option, modify Tenant’s activities with regard to such audit in order to preclude the need for Landlord to incur such personnel costs), except that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Expenses of five (5%) or more, and Landlord’s auditors concur in such findings (or, in the absence 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 bear all costs of the audit. If Landlord disputes the Report agreed or confirmed audit shows an underpayment of Expenses by Tenant, Tenant shall pay to Landlord, within this thirty (30) day perioddays after the 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 and shall reimburse Tenant shall agree upon another Qualified Firm for such overpayment within thirty (30) days after the audit is agreed to review and verify or confirmed. Notwithstanding anything to the Impounds and provide the results thereof to Landlord and Tenant (the “Reconciliation Audit”). In such event, the determination as contrary set forth in the Reconciliation Audit above, Tenant’s audit rights under this Section 4.B. shall be binding conditioned upon Landlord and Tenant. All costs and expenses of (i) Tenant having paid 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 audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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 total amounts billed by Landlord under this Article 4 within the time stipulated herein for payment (including, without limitation, the contested amounts) and (ii) Tenant and its auditor executing, prior to the request for an inspection commencement of the audit, a confidentiality agreement in form and examination of Landlord’s books substance reasonably satisfactory to Landlord in which Tenant and records or permit Tenant the right its auditor shall agree to audit keep confidential, and not disclose to 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 Periodparty, then Landlord’s Statement shall conclusively be deemed to be correct and Tenant shall be bound except as required by Landlord’s determination. Additionallyapplicable law, 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 any such audit with or any other parties, including but not limited to, any other tenantsaction taken by Landlord in response thereto.

Tenant Audit Right. Within ninety (90) Provided no Event of Default then exists, after receiving an annual Operating Costs and Tax Statement and giving Landlord 30-days’ prior written notice thereof, Tenant may inspect or audit Landlord’s records relating to Operating Costs and Taxes for the period of time covered by such Operating Costs and Tax Statement in accordance with the following provisions. If Tenant fails to object to the calculation of Operating Costs and Taxes on an annual Operating Costs and Tax Statement within 90 days after receipt of a Statement (“Audit Period”)the statement has been delivered to Tenant, or if Tenant fails to conclude its audit or inspection within 120 days after the statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of Operating Costs and Taxes for the year in question and the calculation of Operating Costs and Taxes set forth on such statement shall be entitledfinal. Tenant’s audit or inspection shall be conducted where Landlord maintains its books and records, upon no less than five (5) days united notice to Landlord shall not unreasonably interfere with the conduct of Landlord’s business, and shall be conducted only during business hours at reasonably designated by Landlord’s office or such other place as Landlord shall designate, to inspect and examine those books and records of Landlord relating to 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 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 and may not be paid on a contingency basis. The examination must be conducted within ten (10) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results of the review (the “Report”). If the Report discloses that the amount of the 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 cost of such audit or overpayment, as applicableinspection, unless Landlord disputes the Report within thirty (30) days after total Operating Costs and Taxes for the 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 period in question is determined 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 be 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 error by more than five (5%)4% in the aggregate, and, as a result thereof, Tenant paid to Landlord more than the actual Operating Costs and Taxes due for such period, in which event case Landlord shall pay the cost audit cost. Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. Tenant or the accounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s review and expense comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. If such inspection or audit reveals that an error was made in the Operating Costs or Taxes previously charged to Tenant, then Landlord shall refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs, as the case may be, within 30 days after notification thereof. Provided Landlord’s accounting for Operating Costs and Taxes is consistent with the terms of this Lease, Landlord’s good faith judgment regarding the proper interpretation of this Lease and the proper accounting for Operating Costs and Taxes shall be binding on Tenant in connection with any such audit or inspection. Tenant shall maintain the results of each such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (1) reasonably acceptable to Landlord, (2) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such auditaudit or inspection (and Tenant shall deliver the fee agreement or other similar evidence of such fee arrangement to Landlord upon request), and (3) which agrees with Landlord in writing to maintain the results of such audit or inspection confidential. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant shall each pay one-half have no right to conduct an audit if Landlord furnishes to Tenant an audit report for the period of the cost time in question prepared by an independent certified public accounting firm of the Reconciliation Auditrecognized national standing (whether originally prepared for Landlord or another party). The exercise by Tenant by its audit rights hereunder Nothing in this Section 4(c) shall not relieve Tenant of its obligations be construed to limit, suspend or axxxx Tenant’s obligation 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 partiesRent when due, including but not limited to, any other tenantsAdditional Rent.

Tenant Audit Right. Within 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 receipt of a Statement 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 (“Audit Period”)a) Tenant duly requests such review within such 90-day period, and (b) within three (3) months after such review request, Tenant shall notify Landlord in writing that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be entitled, upon incorrect. Tenant shall have no less than 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 approval not to be unreasonably withheld) having at least five (5) days united notice 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 Landlord conduct a review, and no assignee shall conduct a review for any period during business hours at Landlord’s office or which such other place as Landlord shall designate, to inspect and examine those books and records of Landlord relating to the determination assignee was not in possession 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 national public accounting firm or a firm which is otherwise reasonably acceptable to Landlord (“Qualified Firm”)Premises. 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 and may not be paid on a contingency basis. The examination must be conducted within ten (10) days of all information obtained from any such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating Operating Costs review, 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, attorneys, consultants, officers, trustees, directors, partners, beneficiaries or the review (the “Report”)like. Landlord may require, as a condition to Tenant’s right to audit, as aforesaid, that Tenant and any agent of Tenant execute a separate agreement of non-disclosure and confidentiality for Landlord’s benefit. If the Report discloses that the amount Tenant’s audit shall reveal an underpayment of the Impounds billed to Operating Costs, Tenant was incorrect, the 1 Landlord estimates that the Impounds for 2011 will be $1,200/month appropriate party shall pay the other party difference to Landlord within thirty (30) days, or if the deficiency or overpaymentLease has terminated, as applicableTenant shall receive a refund from Landlord within thirty (30) days thereafter. If Tenant’s audit shall reveal, unless and the parties agree, that an overpayment of Operating Costs was paid by Tenant, such overpayment shall be credited against Tenant’s next following rent payments hereunder. If Tenant’s audit shall reveal, and Landlord disputes concurs therewith, an overpayment of more than five percent (5%), then the Report commercially reasonable out-of-pocket costs of such audit (not to exceed $7,500.00) shall be reimbursed to Tenant by Landlord within thirty (30) days after the Landlord’s receipt of the Report by Landlord. If Landlord disputes the Report within this thirty a written invoice therefor (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”with supporting material in connection therewith). 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 audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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. Within 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 (90) days after Tenant’s receipt of a Statement (“Audit Period”)the annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall be entitledhave waived its right to dispute or question the annual statement. Promptly after the receipt of such written notice from Tenant, upon no less than five (5) days united notice to Landlord and during business hours at LandlordTenant shall endeavor in good faith to resolve such dispute or address Tenant’s office questions, as the case may be. Regardless of whether any such dispute or such other place as Landlord question shall designateexist, to inspect and examine those books and records of Landlord relating to 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 cause a nationally or other books and records which are confidential and/or would not otherwise pertain regionally recognized independent certified public accountant designated by Tenant, to the Impound payments. The inspection of Landlord’s records :shall be performed by a 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 and may not be paid on an hourly and not a contingency contingent fee basis. The examination must be conducted , 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 ten one hundred eighty (10180) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results after Tenant’s receipt of the review annual statement, (the “Report”). If the Report discloses that the amount of the 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 overpayment, as applicable, unless Landlord disputes the Report ii) actually begins such audit within thirty (30) days after the receipt 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 any delay in the commencement of the Report audit that is caused by Landlord) and (iii) diligently pursues such audit to completion as quickly as reasonably possible. Landlord agrees to make available to Tenant’s auditors, at Landlord’s office 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, including Landlord’s reasonable, actual copying costs and 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 of Landlord’s anticipated personnel costs so that Tenant may, at Tenant’s option, modify Tenant’s activities with regard to such audit in order to preclude the need for Landlord to incur such personnel costs), except that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Expenses of five percent (5%) or more, and Landlord’s auditors concur in such findings (or, in the absence 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 bear all costs of the audit. If Landlord disputes the Report agreed or confirmed audit shows an underpayment of Expenses by Tenant, Tenant shall pay to Landlord, within this thirty (30) day perioddays after the 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 and shall reimburse Tenant shall agree upon another Qualified Firm for such overpayment within thirty (30) days after the audit is agreed to review and verify or confirmed. Notwithstanding anything to the Impounds and provide the results thereof to Landlord and Tenant (the “Reconciliation Audit”). In such event, the determination as contrary set forth in the Reconciliation Audit above, Tenant’s audit rights under this Section 4.B. shall be binding conditioned upon Landlord and Tenant. All costs and expenses of (i) Tenant having paid 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 audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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 total amounts billed by Landlord under this Article 4 within the time stipulated herein for payment (including, without limitation, the contested amounts) and (ii) Tenant and its auditor executing, prior to the request for an inspection commencement of the audit, a confidentiality agreement in form and examination of Landlord’s books substance reasonably satisfactory to Landlord in which Tenant and records or permit Tenant the right its auditor shall agree to audit keep confidential, and not disclose to 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 Periodparty, then Landlord’s Statement shall conclusively be deemed to be correct and Tenant shall be bound except as required by Landlord’s determination. Additionally, Tenant agrees and acknowledges that applicable Law (including Tenant’s Lease provisions relating disclosure obligations due to the impounds may vary from other tenants and fact that the audit rights set forth herein and the review of books and records shall be confidential andTenant is a public company), with the exception of Tenant’s auditors, Tenant may not disclose or discuss the audit or the results of the any such audit with or any other parties, including but not limited to, any other tenantsaction taken by Landlord in response thereto.

Tenant Audit Right. Landlord shall maintain reasonably complete and accurate records of matters relating to the calculation of the Annual Operating Charges and Real Estate Taxes and Tenant's share thereof for a period of at least one (1) year. Within ninety sixty (9060) days after receipt by Tenant of a Statement Landlord's annual reconciliation statement (“Audit Period”the "Statement"), Tenant shall be entitledadvise Landlord whether Tenant desires to conduct an audit of such Statement. If Tenant so advises Landlord, upon no less than five (5) days united a "Big Four" independent certified public accounting firm, designated and paid for by Tenant, may, after reasonable notice to Landlord and during business hours at reasonable times, inspect Landlord's records with respect to the Statement at Landlord’s office 's offices, provided that Tenant's disputing or confirming a Statement shall not relieve Tenant from paying the Additional Rent set forth in the Statement during the pendency of the dispute. Tenant's failure to advise Landlord of its intent to conduct such other place as an audit within the aforesaid sixty (60) day period or, in the event Tenant timely gives notice of its intent to conduct such an audit, to dispute in writing with reasonable detail the amount of Additional Rent set forth in any Statement within six (6) months of the date of such Statement, shall be deemed to be Tenant's approval of such Statement and Tenant thereafter waives the right or ability to dispute the amounts set forth in such Statement. Tenant shall bear the expense of any audit or review conducted; provided, however, that in the event that it is ultimately determined that Landlord's Statement is overstated by eight percent (8%) or more, then Landlord shall designate, to inspect and examine those books and records pay Tenant's reasonable audit or review expenses. Any overcharges shown by any such inspection shall be credited against the next installment(s) of Landlord relating to 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 Rent or other books and records which are confidential and/or would not otherwise pertain to the Impound payments. The inspection of Landlord’s records :charges due from Tenant, or if none, shall be performed refunded to Tenant. Any undercharges shown by a 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 any such inspection shall it have provided primary accounting services to Tenant in the past three (3) years and may not be paid on a contingency basis. The examination must be conducted by Tenant within ten (10) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results of the review (the “Report”). If the Report discloses that the amount of the 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 overpayment, as applicable, unless Landlord disputes the Report within thirty (30) days after the 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 audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and Tenant 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 tenantsdays.

Tenant Audit Right. Within ninety (90) days after receipt of a Statement (“Audit Period”)Landlord shall permit Tenant, Tenant shall be entitled, upon no less than five (5) days united notice to Landlord at Tenant’s expense and during normal business hours at Landlord’s office or such other place as Landlord shall designatehours, but only one time with respect to inspect and examine those books and records of Landlord relating to 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 any Operating Year, to review Landlord’s tax returns or other books invoices and records which are confidential and/or would not otherwise pertain statement relating to the Impound payments. The inspection Operating Costs for the applicable Operating Year for the purpose of Landlordverifying the Operating Costs and Tenant’s records :shall be performed by a national public accounting firm or a firm which share thereof; provided that notice of Tenant’s desire to so review is otherwise reasonably acceptable given 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 and may not be paid on a contingency basis. The examination must be conducted within ten (10) days of such taxes and records being made evadable to Tenant (“Examination Period”). The Qualified Firm shall prepare a report indicating the results of the review (the “Report”). If the Report discloses that the amount of the 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 overpayment, as applicable, unless Landlord disputes the Report within later than thirty (30) days after the receipt of the Report Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced and prosecuted by LandlordTenant with due diligence. If Any Operating Costs statement or accounting by Landlord disputes the Report shall be binding and conclusive upon Tenant unless (i) Tenant duly requests such review within this thirty (such 30) -day period, Landlord and (ii) within three (3) months after such review request, Tenant shall agree notify Landlord in writing that Tenant disputes the 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 approval not to be unreasonably withheld) having at least five (5) years applicable experience, and (ii) be compensated on an hourly basis and shall not be compensated based upon another Qualified Firm a percentage of overcharges it discovers. No subtenant shall have any right to conduct a review, and no assignee shall conduct a review and verify for any period during which such assignee was not in possession of the Impounds and provide Premises. Tenant agrees that all information obtained from any such Operating Costs review, including without limitation, the results thereof to Landlord and Tenant (the “Reconciliation Audit”). In such event, the determination as set forth in the Reconciliation Audit of any Operating Costs review shall be binding upon Landlord and Tenant. All costs and expenses of the audit generating the Report shall be paid kept strictly confidential by Tenant unless and shall not be disclosed to any other person or entity. If the audit shows that the Tenant has overpaid with respect to Operating Costs for an Operating Year then, then, absent a good faith challenge by Landlord overstated the Impound Expenses in the Statement by more than five (5%)to such results, in which event Landlord shall pay reimburse any such overpayment to Tenant. If the cost and expense of such audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Landlord and audit shows that Tenant has underpaid with respect to Operating Costs for an Operating Year Tenant 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 reimburse 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 tenantssuch underpayment.