GROUND LEASE - RIDGE VIEW COMMONS II

and representatives to inspect during normal business hours, those books, records and all other documents of Owner necessary to determine Owner's compliance with the terms of this Agreement and the other City Documents. All Project books, records, and accounts, and all tax returns and other reports that Owner may be required to furnish to any governmental agency shall be open to and available for audit, inspection and copying by the City, its auditors and other authorized representatives at reasonable intervals during normal business hours upon not less than two (2) business days' prior written notice. With at least two (2) business days' prior written notice, during normal business hours and as often as may be deemed necessary, City and its authorized agents and representatives shall be permitted access to and the right to examine the Project and the Property and to interview tenants and employees of the Project, for the purpose of verifying compliance with applicable regulations and compliance with the conditions of this Agreement and the other City Documents. City shall notify Owner of any records it reasonably deems insufficient. Owner shall have fifteen (15) calendar days from such notice to correct any specified deficiency in the records, or, if more than fifteen (15) days shall be reasonably necessary to correct the deficiency, Owner shall begin to correct the deficiency within fifteen (15) days and diligently pursue the correction of the deficiency as soon as reasonably possible. City's receipt or acceptance of any statement delivered or payment made by Owner pursuant to this Agreement or the other City Documents shall not bind the City as to the correctness of such statement or payment. Within three (3) years after the receipt of any such statement or payment, the City or its designated agent shall be entitled to audit all books, records, and accounts pertaining to the calculation of payment amounts due under the City Documents. Such audit shall be conducted upon not less than two (2) business days' prior written notice during normal business hours at the principal place of business of Owner and other places where Project records are kept. Promptly following completion of an audit, the City shall deliver a copy of the audit results to Owner. If the audit determines that there has been a deficiency in a payment under the Note or the Ground Lease, then subject to Owner's right to provide a reconciliation of such deficiency to City within 30 days following Owner's receipt of the audit results, such deficiency shall, if not reconciled to the satisfaction of City, become immediately due and payable with interest at the rate set forth in the Note, accruing from the date that such payment should have been made; provided however, if Owner's failure, refusal, or repeated failure to correctly calculate and/or submit the payment required under the Note or the Ground Lease constitutes an Event of Default, interest shall be payable at the default rate specified in the Note accruing from the date that such payment should have been made. In addition, if the City audit for any period determines that surplus cash payable pursuant to the Note or the Ground Lease during such period exceeds Owner's calculation by the lesser of (a) five percent (5%) of the amount payable or (b) Five Thousand Dollars ($5,000), then in addition to the interest charges described above, Owner shall pay the City's cost to conduct the audit. 5. Binding Upon Successors; Covenants to Run with the Land. Owner hereby subjects its interest in the Property and the Project to the covenants and restrictions set forth in this Agreement. The City and Owner hereby declare their express intent that the covenants and restrictions set forth herein shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, 20 4879-3324-5885v3