TO THIS SECTION 4.2(C) FOR THE COMPUTATION YEAR IN WHICH THE EXPIRATION DATE
OCCURS SHALL BE PRORATED IN THE PROPORTION THAT THE NUMBER OF DAYS IN SUCH
COMPUTATION YEAR PRECEDING THE EXPIRATION DATE BEARS TO THREE HUNDRED SIXTY-FIVE
(365).
(D)
LANDLORD SHALL HAVE THE SAME REMEDIES FOR A DEFAULT IN THE PAYMENT
OF TENANT'S PROPORTIONATE SHARE OF INCREASED OPERATING COST AND REAL ESTATE
TAXES AS FOR A DEFAULT IN THE PAYMENT OF BASE RENT.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 4.2., IF
A SALE OF THE BUILDING OCCURS DURING THE INITIAL TERM OF THIS LEASE, THEN
TENANT'S PROPORTIONATE SHARE OF INCREASES IN REAL ESTATE TAXES SHALL BE LIMITED
TO THE TENANT'S PROPORTIONATE SHARE OF INCREASES IN REAL ESTATE TAXES THAT WOULD
HAVE RESULTED ABSENT SUCH SALE. FOR PURPOSES OF CALCULATING THE REAL ESTATE
TAXES THAT WOULD HAVE RESULTED ABSENT SUCH SALE, THE TAXING RATE USED SHALL BE
THE RATE IN EFFECT JUST PRIOR TO SUCH SALE AS INCREASED ANNUALLY BY THE MAXIMUM
AMOUNT ALLOWABLE HAD SUCH SALE NOT OCCURRED.
(F)
TENANT'S AUDIT RIGHTS.
TENANT SHALL HAVE THE RIGHT, BY WRITTEN
NOTICE TO LANDLORD GIVEN WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER TENANT'S
RECEIPT OF THE ANNUAL STATEMENT, TO REQUEST REASONABLE BACK-UP DOCUMENTATION FOR
SPECIFIC OPERATING COSTS AND REAL ESTATE TAXES SHOWN ON SUCH ANNUAL STATEMENT,
OR SPECIFIC CATEGORIES THEREOF, AND LANDLORD SHALL PROVIDE TENANT WITH (OR MAKE
AVAILABLE TO TENANT AT LANDLORD'S OFFICES) REASONABLE SUPPORTING DOCUMENTATION
FOR ANY EXPENSES OR CATEGORY OF EXPENSES QUESTIONED BY TENANT IN SUCH NOTICE.
IF TENANT DOES NOT GIVE LANDLORD SUCH REQUEST WITHIN SUCH TIME, TENANT SHALL
HAVE WAIVED ITS RIGHT TO DISPUTE THE ANNUAL STATEMENT.
PROMPTLY AFTER THE
RECEIPT OF SUCH WRITTEN REQUEST FROM TENANT, LANDLORD AND TENANT SHALL ENDEAVOR
IN GOOD FAITH TO RESOLVE TENANT'S QUESTIONS OR DISPUTE.
IF SUCH EFFORTS DO NOT
SUCCEED WITHIN NINETY (90) DAYS AFTER TENANT'S INITIAL WRITTEN REQUEST, TENANT
SHALL HAVE THE RIGHT TO CAUSE A NATIONALLY RECOGNIZED INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANT OR A NATIONALLY RECOGNIZED COMMERCIAL REAL ESTATE COMPANY
DESIGNATED BY TENANT, TO BE PAID ON AN HOURLY AND NOT A CONTINGENT FEE BASIS, TO
AUDIT THE ITEMS QUESTIONED BY TENANT IN ITS ORIGINAL NOTICE CONTESTING THE
ANNUAL STATEMENT, PROVIDED THAT TENANT (I) NOTIFIES LANDLORD IN WRITING OF
TENANT'S INTENTION TO
10
EXERCISE SUCH AUDIT RIGHT WITHIN SIXTY (60) DAYS AFTER THE EXPIRATION OF SUCH
NINETY (90)-DAY PERIOD, (II) ACTUALLY BEGINS SUCH AUDIT WITHIN SIXTY (60) DAYS
AFTER THE NOTICE FROM TENANT TO LANDLORD ADVISING LANDLORD THAT TENANT WILL
REQUIRE AN AUDIT (PROVIDED THAT SUCH 60-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 (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 SAN FRANCISCO, THE BOOKS AND
RECORDS RELEVANT TO THE AUDIT FOR REVIEW AND COPYING, BUT SUCH BOOKS AND RECORDS
MAY NOT BE REMOVED FROM