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reasonable time during normal business hours and with reasonable notice, examine, copy, <br />and/or audit (or cause to be examined and audited by the City Auditor or by an independent <br />certified public accountant selected by Landlord) such records and books of account of <br />Tenant. Tenant shall reasonably cooperate with any audit so conducted by Landlord. If such <br />an audit discloses an underpayment of Percentage Rent, unless Tenant disputes the results of <br />such audit (in which event the dispute will be resolved pursuant to Article XXI, infra <br />Tenant will, within thirty (30) days after receiving Landlord's statement therefor, pay the <br />same to Landlord. If such an audit discloses an overpayment of Percentage Rent, Tenant <br />may deduct such sum from the next Percentage Rent due hereunder, unless the amount to be <br />credited exceeds all remaining Percentage Rent due hereunder, in which event the excess <br />remaining after applying the credit shall be refunded to Tenant within thirty (30) days after <br />Landlord's audit. Any such audit shall be conducted at Landlord's cost and expense, except <br />that if any audit discloses an underpayment of Percentage Rent of three percent Q %) or <br />more, Tenant shall pay for the reasonable cost of Landlord's audit. <br />Section 3.4 Adjustment to Percentage Rent During Extension Terms <br />A. Option. If Tenant exercises any of its options to renew under Section <br />2.3, Percentage Rent shall be adjusted for each Extension Term to Fair Market Rental. <br />B. Fair Market Rental. <br />(i) Fair Market Rental, consisting of a new Percentage Rent rate as of the <br />commencement of each Extension Term, shall be determined by Landlord with written notice <br />thereof (the "Rental Notice") given to Tenant not later than thirty (30) days after Landlord's <br />LEASE BETWEEN CITY OF SAN LEANDRO <br />AND SAN FRANCISCO BAY CONFERENCE RESORT PAGE 18 <br />2574001\313983.8 <br />