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EXHIBIT I
<br />of Ill Is Lease) to reflect ate hundred percent (100%) occupancy of the Rentable Area of the Project during such period. If during all ar any port or
<br />any Expense Year, Including the Base Year, Lnad lord does not provide any panloulor](ant orbenefit, work or service (the cost or which Is a Variable
<br />Expense) to portions of the Project due to the [hot that such item of bone fll, work ar service is not required or desired by the tenant orsuch space, or
<br />such tenant is itself obtaining and providing such item of benefit, work or service, or for any other reason, then for purposes of computing Variable
<br />Expenses for such Expense Year, Operating Expenses, As opplloobie, shall be increased by an amount equal to the additional Variable Expenses
<br />which would have been paid or Incurred by Landlord during such period If it had fbrnished such item of Ineneiil, work or service to such portions of
<br />the Project.
<br />2.2 Subject to the provisions of this Section 2 of this E%hIbiI "E' all calculations, de term inutions, allocations and decisions to be
<br />made hereunder with respect to Operating Expenses and Property Taxes shall he made in Accordance with the good faith determination of Landlord
<br />applying sound accounting and property management principles consistently applied which are consistent witti Institutional Owner Practices.
<br />Landlord shall have tine right to equitably allocate some or all of Operating Expenses among particular classes or groups of tersonts In the Building
<br />(far example, retail tenants) to reflect Landlord's good faith determination that measurably different amounts or types of services, work or benefits
<br />associated with Operating Expenses, as applicable, are being provided to or conferred upon such classes or groups. All discounts, reimbursements,
<br />rebates, refunds, or credits (collectively, Reimbursements') attributable to Operating Expenses or Property Taxes received by Landlord in a
<br />particular year shall be deducted front Operating Expenses or Property Taxes, as applicable, in the year the same are received; provided, however, if
<br />such pmctiee is consistct t with Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular circumstances) on a
<br />different basis, Landlord shall have the right to exclude from Base Year Operating Expenses the oast of items of service, work or benefits (i) not
<br />provided following the Base Year, (11) incurred due to circumstances not applicable following the Base Year or due to market -wide Isbor•rate
<br />increases in Operating Expenses due to extraordinary circumstances, Including, widiout limitation, boycotts, embargoes And strikes, and uillity rate
<br />Increases due to extraordinary circumstances, and (III) amortized costs relating to capitol improvements,
<br />2.3 If any Property Tax Reduction (defined below) applies with respect to any Expense Year (other than the Base Year), then for
<br />purposes of caloulolion orExeess Property Taxes for such Expenso Year, Property Taxes allocable to the Base Year shalt be reduced by an amount
<br />equal to the corresponding Base Year Tax Reduction. A "Property Tax Reduction" means, with respect to any Expense Year (other that the Base
<br />Year) the amount (if any) by which Property Taxes are reduced'as a result of any reassessment or under or as a result of application or operation of
<br />Proposition 8 or any other shn)lar governmental actor Law. A "Base Year Tax Redaction" means, with respect any Expense Year to which a Tax
<br />Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to tine Property Tax Reduction, minus, in die case of
<br />any Expense Year after the first year to which the applicable Tax Reduction applies, the emulative amount by which Property Taxes have Increased
<br />(following the drat Expense Year to which the applicable Property Tax Reduction applied) as a result of application of due annual percentage increase
<br />(presently up to 2.0%) in Property Taxes that is allowed tinder Proposition 13 (or any substitute therefor hereafter adopted),
<br />2.4 As or the date of this Lease, Tenant pays Additional Rent tinder Section 4,1 of the Lease based on the Operating Expenses and '
<br />Property Taxes for the Project. If the Project at any time contains more than one building (or one or more tax parcels), Landlord shall have the right,
<br />from dine to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes for die buildings comprising the Project among
<br />the Building slid some or all of the other buildings of the Project, In such event, Landlord shall reasonably determine a method of oltocating such
<br />Operating Expenses and/or Property Taxes attributable to the Building (or the tax parcel on which die Building is located) And/or such other
<br />building(s) (or such other tax parcel(s)) of the Project to the Building (or tax parcel) and/or such other building(s) (or tax parcel(s)) and Tenant shall
<br />be responsible to), paying its proportionate share of such Operating Expense and/or Property 'faxes which are allocated to the Building (or the Lax
<br />Parcel on which it is located), Landlord shall also have the right, from time to time, to require Tenant to pay Tenunt's Percentage Share of Opernt ig
<br />Expenses and Property Taxes based solely on die Operating Expense and Property Taxes for tine Building (and die tax penal on which it is located).
<br />3. Payment Procadurol Estimates. During ench Expense Your, Landlord may elect to give Tonant written notice of its estimate or any
<br />Amounts payable under Section 4.2 of the Lease ("Section 4.2 Additional Rant') for that Expense Year, On orbefore tie first day of each calendar
<br />month during such Expense Yenr, Tenant shall pay to Landlord ono�Rvelflh (1/12th) of such esdirinted amounts; provided, however, that, not more
<br />often that quarterly, Landlord may, by written notice to Tauant, revise its estimate for such Expense Yenr, slid All subsequent payments under this
<br />Section 3 of Ihis hpx ihit " '> by Tenant for such Expense Year shall he based upon such revised estimate. Landlord shall endeavor to deliver to
<br />Tenant widdn one hundred fifty (150) days after ilia close preach Expense Year or as soon thereafter as is practicable, a statement orthat year's
<br />Property "faxes, Operating Expenses, and time amount of Section 4.2 Additional Rent for such Expense Year, as determined by Landlord (the
<br />"Landlord's Statement"), and such Landlord's Statement shall be binding upon Landlord sort Tenant, except as provided in Section 4 or this
<br />Exlfl�lt " B'. If the Landlord's Statement indicates that (or irit is tinnily determined pursuant to Section 4 of this Exhibit "E" that) the amount of
<br />Section 4.2 Additional (tent payable with respect to any ExpcaseYear; (a) is more than the estimated payments of Section 4.2 Additional Rent made
<br />by Tenant with respect to such Expense Yeal-O'oia t shall pay the dtlEc(ency to Landlord upon receipt of Landlod% Statement or (b) is less than ilia
<br />estimated payments or Section 4.2 Additional Rea made by Tenant with respect to such Expense Year, Fuel' excess paymcnls shall be credited
<br />against Rent next payable by Tenant under this Lease (or, Irt he Tel -ill of this Lease has expired, shall be paid to Tenant). Amounts payable by Tenon
<br />as Section 4.2 Additional Rent with respect to any Expense Your that includes less than an entire cnlendar year shall be prorated on the basis that the
<br />number ofdays in such Expense Year beats to 365. The explmtlon orearly terilinecom of this lease shall not Affect the obl [gallons of Landlord and
<br />Talent pursuant to this Section 3 or this Exhlb it "E" to be perfonucd atkr such expiation or early lernhinat(un.
<br />4. Review or Limdford's Statement, Provided that Tenant is not then In deflauli with respect to Its obligations under this Leese and provided
<br />falter that Tonnnt strictly complies with die provisions of this Section 4 of this Exhibit "E". Tenant shall have the right, at 'fenunl's sole cost slid
<br />expense, to reasonably review Landlord's Supporting books And records (a Landlord's manager's corporate ulBces) fur uny portion orhhe Property
<br />'Paves or Operating Expenses Rir A particular Expense Your covered by Landlord's Statement, in accordance with die procedures sal Earth in this
<br />Sec iii 4 orthis Ehjbiov. Tenant shill. hvilhbh sixty (60) days uflerany such Landlord's Statement is delivered to Tenant, deliver a written notice
<br />(a "Dispute Notice") to Landlord specifying the items described in the Landlord's Statement that are claimed to be incorrect, and 'fennnt shill
<br />simullunwa sly pay to Landlord all amounts specified In the applicable landlord's Statement (to die extent riot previously paid). Tire right ofTennot
<br />under this Section 4 of this usidbit ,F*' may mhly be exercised once fur mash Expense Year covered by any Landlord's Statement, and i fferitmt fails
<br />in dcllver a Dispine Notice whhin the sixty (GO) day period described above or tails to mat any of the other above conditions of excrebe of such
<br />right. the right or'funanl to Audit n pnnicuhir landlord's Smonlent (and all ofTcnani's rights to make Any claim relating there(o) under tills Section 4
<br />00 IlTivlc Cealar Dr-L'liy nJ'8nnrn.lAn Leave -s. Exhibit F.
<br />80A-174
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