REAL PROPERTY TAX
PURPOSES AT A VALUATION HIGHER THAN THE VALUATION AT WHICH PREMISES IMPROVEMENTS
CONFORMING TO LANDLORD'S "BUILDING STANDARD" IN OTHER SPACE IN THE BUILDING ARE
ASSESSED, THEN THE TAX EXPENSES LEVIED AGAINST LANDLORD OR THE PROPERTY BY
REASON OF SUCH EXCESS ASSESSED VALUATION SHALL BE DEEMED TO BE TAXES LEVIED
AGAINST PERSONAL PROPERTY OF TENANT AND SHALL BE GOVERNED BY THE PROVISIONS OF
SECTION 4.5.1, ABOVE; PROVIDED, HOWEVER, LANDLORD'S "BUILDING STANDARD" SHALL BE
REASONABLY ESTABLISHED VIS-À-VIS THE CUSTOMARY LEVEL OF PREMISES IMPROVEMENTS
FOR COMPARABLE BUILDINGS IN THE COMPARABLE AREA (AS SUCH TERMS ARE DEFINED IN
EXHIBIT G TO THIS LEASE).
4.5.3
NOTWITHSTANDING ANY CONTRARY PROVISION HEREIN, TENANT SHALL PAY
PRIOR TO DELINQUENCY ANY (I) RENT TAX OR SALES TAX, SERVICE TAX, TRANSFER TAX OR
VALUE ADDED TAX, OR ANY OTHER APPLICABLE TAX ON THE RENT OR SERVICES HEREIN OR
OTHERWISE RESPECTING THIS LEASE, (II) TAXES ASSESSED UPON OR WITH RESPECT TO THE
POSSESSION, LEASING, OPERATION, MANAGEMENT, MAINTENANCE, ALTERATION, REPAIR, USE
OR OCCUPANCY BY TENANT OF THE PREMISES OR ANY PORTION OF THE PROJECT, INCLUDING
THE PROJECT PARKING FACILITY; OR (III) TAXES ASSESSED UPON THIS TRANSACTION OR
ANY DOCUMENT TO WHICH TENANT IS A PARTY CREATING OR TRANSFERRING AN INTEREST OR
AN ESTATE IN THE PREMISES.
4.6
LANDLORD'S BOOKS AND RECORDS.
UPON TENANT'S WRITTEN REQUEST GIVEN
NOT MORE THAN [***] MONTHS AFTER TENANT'S RECEIPT OF A STATEMENT FOR A
PARTICULAR EXPENSE YEAR, AND PROVIDED THAT TENANT IS NOT THEN IN MONETARY
DEFAULT OR MATERIAL NON-MONETARY DEFAULT UNDER THIS LEASE BEYOND THE APPLICABLE
NOTICE AND CURE PERIOD PROVIDED IN THIS LEASE, LANDLORD SHALL FURNISH TENANT
WITH SUCH REASONABLE SUPPORTING DOCUMENTATION IN CONNECTION WITH SAID BUILDING
DIRECT EXPENSES AS TENANT MAY REASONABLY REQUEST.
LANDLORD SHALL PROVIDE SAID
INFORMATION TO TENANT WITHIN SIXTY (60) DAYS AFTER TENANT'S WRITTEN REQUEST
THEREFOR.
WITHIN [***] MONTHS AFTER RECEIPT OF A STATEMENT BY TENANT (THE
"REVIEW PERIOD"), IF TENANT DISPUTES THE AMOUNT OF ADDITIONAL RENT SET FORTH IN
THE STATEMENT, AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT (WHICH ACCOUNTANT
(A) IS A MEMBER OF A NATIONALLY OR REGIONALLY RECOGNIZED ACCOUNTING FIRM, AND
(B) IS NOT WORKING ON A CONTINGENCY FEE BASIS), DESIGNATED AND PAID FOR BY
TENANT, MAY, AFTER
23
*** CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION.
REASONABLE NOTICE TO LANDLORD AND AT REASONABLE TIMES, INSPECT LANDLORD'S
RECORDS WITH RESPECT TO THE STATEMENT AT LANDLORD'S CORPORATE OFFICE (LOCATED IN
EITHER SAN DIEGO COUNTY OR LOS ANGELES COUNTY), PROVIDED THAT TENANT IS NOT THEN
IN MONETARY DEFAULT OR MATERIAL NON-MONETARY DEFAULT UNDER THIS LEASE (BEYOND
ANY APPLICABLE NOTICE AND CURE PERIODS) AND TENANT HAS PAID ALL AMOUNTS REQUIRED
TO BE PAID UNDER THE APPLICABLE ESTIMATE STATEMENT AND STATEMENT, AS THE CASE
MAY BE.
IN CONNECTION WITH SUCH INSPECTION, TENANT AND TENANT'S AGENTS MUST
AGREE IN ADVANCE TO FOLLOW LANDLORD'S REASONABLE RULES AND PROCEDURES REGARDING
INSPECTIONS OF LANDLORD'S RECORDS, AND SHALL EXECUTE A COMMERCIALLY REASONABLE
CONFIDENTIALITY AGREEMENT REGARDING SUCH INSPECTION.
TENANT'S FAILURE TO
DISPUTE THE AMOUNT OF ADDITIONAL RENT SET FORTH