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EXHIBIT 1E
<br />of this Lease) to reflect one hundred percent (100%) Occupancy of to Rentable Area of the Project during such period. if during all Or any part or
<br />any Expense Year, Including the Base Year, Landlord does not provide any pnrtirolor item or benefit, work or service (the cost of which Is a Variable
<br />Expense) to portions of the Project due to the fact that such item of ben art I, work ar servfa is not required or desired by the tenant crouch 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 cotnputing Vmiable
<br />Expenses for such Expense Year, Operating Expenses, as applicable, shell be increased by an amount equal to the additional Vmiable Expenses
<br />which would have been paid or Incurred by Landlord during such period If R had furnished such item of benefit, work or service to such portions of
<br />the Project.
<br />2.2 Subject to the provisions of this Section 2 of this sibs 1 "E" all calculations, determinations, allocations and decisions to be
<br />made hereunder with respect to Operating Expenses and Property Taxes shall be mode in accordance with the good faith determination of Landlord
<br />applying sound accounting and properly management principles consistently applied which are consistent with Institutional Owner Practices,
<br />Landlord shall have the right to equitably allocate some or ail or Operating Expenses among particular classes or groups of tenants hs the Building
<br />(for example, retail tenants) to reflect Landlord's goad faith determination that measurably different amounts or types of services, work or benefits
<br />associnted 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") surf ailable to Operating Expenses or Property Taxes received by Landlord in a
<br />paticular year shall be deducted from Operating Expenses or Property Taxes, as applicable, in the year the same are received; provided, however, if
<br />such practice is consistent with Institutional Owner Practices, Landlord may areal Reimbursements generally (or under particular circumstances) on a
<br />different basis. Landlord shall have the right to exclude from Base Year Operating Expenses the cost of items of service, work or ber is (i) not
<br />provided following the Base Year, (ii) incurred due to circumstances not applicable following tie Base Year or due to market -wide labor -rate
<br />increases In Operating Expenses due to extraordinary circumstances, including, without limitation, boycotts, embargoes and strikes, and utility rate
<br />increases due to extraordinary circumstanees, and (iii) amortized costs relating to capital 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 calculotlon of Excess Property Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by an amount
<br />equal to the corresponding Base Year Tax Reduction, A "Property Tax Reduetton" means, with respect to any Expense Year (other than the Base
<br />Year) the amount (if any) by which Property Taxes are reduced'us a result of any reassessment or under or as a result of application or operation of
<br />Proposition S or any other similar governmental act or Low. A "Base Year Tax Reduction" 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 die Property Tax Reduction, minus, in die case of
<br />any Expense Year after the first year to which the applicable Tax Reduction applies, the cumulntive amount by which Property Taxes have increased
<br />(following the first Expense Year to which the applicable Property Tax Reduction applied) as a result of application of the annual percentage increase
<br />(presently up to 21%) in Propotty Taxes that is allowed under Proposition 13 (or any substitute therefor hereafter adopted),
<br />2.4 As or tie dale of tills Lease, Tenant pays Additional Rent under Section 4.2 of the Lease based on the Operating Expenses and
<br />Property faxes fur the Project, If the Project at any time contains more than one building (or one or nnore tax parcels), Landlord shall have be right,
<br />from time to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes fur tie buildings comprising tie Project among
<br />tine Building mid some or all of the other buildings of the Project. In such event, Landlord shall reasonably determine a method of allocating such
<br />Operating Expenses and/or Property Taxes attributable to the Building (or the tax parcel on which the Building Is located) anlVo' such other
<br />building(s) (orsueh otter tax pnrcel(s)) of the Project to the Building (or tax parcel) and/or such other building(s) (or tax parcel(s)) and Teumnt shall
<br />be responsible for paying its proportionate share of such Operating Expense and/or Property Taxes which are allocated to the Building (or the tax
<br />parcel an which it is located). Landlord shall also hove the right, from time to time, to require Tenant to pay Tenant's Percentage Share of operating
<br />Expenses and Property Taxes based solely on tie Operating Expense and Property Taxes for tine Building (and the tax parcel on which it is located).
<br />3. Payment Proeadurei Gslfmaws. During each Expanse Your, Landlord may elect to give Tenant written notice of its estlmalc of lily
<br />remounts payable under Section of tine Loose ("Section 4.2 Additional Rent") for that Expense Year, On of, before the first day of each calendar
<br />month during such Expanse Year, Tenant shall pay to Landlord ona-1welllh (1/12th) of such estimated amounts; provided, however, that, not more
<br />often that quarterly, Landlord may, by written notice to Tenant, revise Ila estimate for such Expense Year, slid all subsequent payments under this
<br />Section 3 of this P hlx hit ".E" by Tenant for such Expense Year shall be based upon such revised estimate. Landlord shelf endeavor to deliver to
<br />Tenant within one hundred filly (150) days after the close of each Expense Year or as soon thereafter as is practicable, a statement arthat year's
<br />Property Taxes, Operating Expenses, and she amount of Section 4.2 Additional Rent for such Expense Year, as determined by Landlord (the
<br />"Landlord's Statement'), and such Lnndlo•d's Statement shnll be binding upon Landlord and 'tenant, except as provided in Section 4 or tlds
<br />ExhibIt V. If the Landlord's Statement Indicates that (or if it is finally determined pursuant to Section 4 or this Eithilill "E" that) file anlomnt of
<br />Section 4.2 Additional (tent payable with respect to any Expense Year: (a) is more then the estimated paymauts of Section 4.2 Additional Rent node
<br />by Tenant with respect to such Expense Yenp'fcnnnl shun pay the dcliciancy to Landlord upon receipt orLandlord's Statement or is less than the
<br />estimated payments or Section 4.2 Additional Rent made by Tenant with respect to such Expense Year, such excess payments shall be credited
<br />against Rent next payable by Tenant antler this Lease for, 1rble Term Millis Lease has expired, shall be paid to Tenant). Amounts payable by Tenant
<br />as Section 4.2 Additional Rent with respect Lo any Expense Year that includes less than on entire enlendar year shall be prornted on the basis that the
<br />Maribor of days in such Expense Year Nears to 365. The expiration or early termination of this Lease shall not effect the ohl lgariocs of Landlord slid
<br />Talent porsmatt to this Scotton 3 of this Exhibit "T to be performed after such e,xpimton or early wrialuntion.
<br />4. Review or Landlord's Statement, Provided that Tenant is not then In default with respect to its obligations under this Loose and provided
<br />further that Terhnnt strictly complies with the provisions or this SQC6011 4 of tills Exhibit': ;•, Tenant shall have the right, at I-cnunt's sole cost slid
<br />expense, to mosonubly review Landlord's supporting books and records (m Landlord's manoger's corporate olTices) fur oily portion of the Property
<br />Taxes or Operating Expenses for a particular Expose Year LWcmd by Landlord's SlaLenwnt, in accordance With We procedures set forth in this
<br />Sc4 ordib; Exhibit " ". Tenant shall. within sixty (60) days after any such Landlord's Statement Is delivered to Tenant, deliver u written notice
<br />to "Dispute Nntlec") to Landlord specifying the items described is the Landlord's Statement that are claimed to be incorrect, sod Tenant shall
<br />simultaneously pay to Landlord ail amounts specified in the applicable Landlord$ Statement (to tie extent lint previously paid). Tire right ofTennnt
<br />under this Section 4 orlhis Exhibit "E" may only be exercised once fur club Expense Yem• covered by any Landlord's Statement. and if Tenant fails
<br />to deliver a Dispute Notice withfn the sixty (00) day period described above or fails to nee any of the other above conditions al' exercise or such
<br />right. the right of'rennnl to audit a particular l.Ondiurd's Samonenl (end all of Tenant's rights to make any claim ralahlg lherelo) under thiq 5coduft 4
<br />901 R'Clvle Ceurer t)r-Cla! rrf5`antrvtan Lease -3- Exhibit re
<br />80A-461
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