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EXHIBIT 1F
<br />of this Lease) to reflect one hundred percent (100%) occupancy of tha Reaunble Area of the Prject during such per)od. Irduring all or any part or
<br />any Expense Year, Including the Bose Year, Landlord dues not provide any pnricular item of benefit, work or service (the cost of which Is a VoriabI e
<br />Expense) to portions of the Project due to the fact that such item of ben all I, work or service is not mquIred or desired by the tenant orsuch space, or
<br />such tenant Is Itself obtaining and providing such item of benefit, work or service, or Cur oily other reason, then for purposes of computing Variable
<br />Expenses for such Expense Year, Operating Expenses, As oppllenble, 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 h had fli nished such item of benefit, work or service to such porticos of
<br />the Project.
<br />2.2 Subject to the provisions of this Section 2 of this Edlibil "T Ell calculations, determinations, allocations and decisions to be
<br />mode hereunder with respect to Operating Expenses and Properly Taxes shall be made in accordance with the good faith determination of Landlord
<br />applying sound accounting and property management principles consistently applied which are consistent with Institutional Owner Practices.
<br />Landlord all aII have the right to equitably allocate some or all of Operating Expenses among particular classes or groups of tenants In the Building
<br />(for example, retail tenants) to reflect Landlord's good faith delemnination 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") attributable to Operating Expanses or Properly Taxes received by Landlord in a
<br />particular your shall be deducted from Operating Expenses or Property Taxes, as applicable, In the year the some are received; provided, however, if
<br />such practice is consistent 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 tFom Base Year Operating Expenses the cost of Items orservice, work or benefits (i) not
<br />provided following the Base Year, (if) incurred due to circumstances not applicable fallowing lie Base Your or due to market -wide labor -rate
<br />increases in Operating Expenses dua to extraordinary circumstances, Including, without limitation, boycotts, embargoes slid strikes, and utility rate
<br />incmAvos due to extraordinary circumstances, and (iif) amortized costs relating to capital improvements,
<br />2.3 If any Property Tax Reduction (deflned below) applies with respect to any Expense Year (other than the Base Year), then for
<br />Purposes of caloulatlon of Excess Property Taxes for such Expense Year, Property Taxes ailoeable to the Base Year shall 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 than the Base
<br />Year) the amount (If any) by which Propery Taxes are reduced'os a result of any reassessment or under or as a result of application or operation of
<br />Proposition 8 or any other similar 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 ills Property Tax Reduction, minis, In the case of
<br />any Expense Year after the first year to which the Applicable Tax Reduction applies, the cumulative amount by which Property Taxes have increased
<br />(following ills first Expense Year to which the appllcable Property Tax Reduction applied) as a result of application of die annual percentage increase
<br />(presently up to 2.0%) in Property Taxes that is allowed under Proposition 13 (o• any substimle therefor hereafter adopted).
<br />2.4 As of tie date of this Lease, Tenant pays Additional Rent under Section 4.2 of the Lease based on the Operating Expenses and
<br />Property Taxes for the Project. If the Project at any time contains mmv ihnn one building (or ona or mare tax parcels), Landlord shall have die right,
<br />from time to time, to equitably allocate same or all of the Operating Expenses and/or Property Taxes for the buildings comprising the Project among
<br />the Building and some or all of the other buildings of the Project. In such event, Landlord shall reasonably determine a method of alleeating such
<br />Operating Expenses and/or Property Taxes attributable to the Building (or the tax pamel on which the Building is located) and/or such other
<br />building(s) (or such otter tax parcel(s)) of the Project to tie Building (or tax pmeel) and/or such other building(s) (or tax parcel(s)) and Tenant shall
<br />be responsible for paying its proportionate share of such Operating Expense and/or Property Taxes which are allocated to the Bullding (or the tax
<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 operadng
<br />Expenses and Property Taxes based solely on tie Operating Expense and Property Taxes for the Building (And die tax parcel on which It is located).
<br />3. Pavment Procedure; Estimates. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate of any
<br />Amounts payable under Section 4.2 of the Leone ("Section 4.2 Additional Rent") for that Expense Year, On or before the first day of each calendar
<br />month during such Expense Year, Tenanl shall pay to Landlord one -twelfth (1l121h) OF such estimated amounts; provided, however, thoq not more
<br />ollen than quarterly, Landlord may, by written notice to Tenam, ravise its estimate for such Expense Your, and all subsequent payments under this
<br />Section I of this Exhibit ". " by Tenant for such Expense Year shall be based upon such revised estimate. Landlord shall endeavor to deliver to
<br />Tenant within one hundred fifty (ISO) days after ills close Oreach Expense Yeor or As soon thereafter its is pmcdcabo, a statement of that year's
<br />Property Taxes, Operating Expanses, and the amount of Suction 4.2 Additions) Rent for such Expense Year, us determined by Landlord (the
<br />" Lmrdlm'd's Statement"), and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in Sectioai 44 or Ills
<br />•.xl ibit " ". If the Landlord's Statement indicates Chat (or if it is linAlly determined pursuant lu Section of this ,Exhjih „ „ tint) the Amount of
<br />Section 4.2 Additional Rent payable with respect to any Expense Year, (n) is more than the estimated payments orsection 4.2 Additional Rent mode
<br />by Ten nil with respect to such Expense Yenq'1'ennnl shall pay tha doiicianccy to Lnndlord upon receipt or Landlord's Statement or(b) is Iris than the
<br />estimated payments of Section 4.2 Additional Rent made by Tenant with respect to such Expanse Year, such excess payments shall be credited
<br />agalnsl Rent next payable by Tenam underthis Lease (or, II'tue'rerm of this Lease has expired, shall be paid to Tenant)• Anmunts payable by Tenant
<br />its Section 4.2 Additional Rent with respect to an-v Expense Yera' Unit includes less than on entire calendar year shall be prorated oil the basis that the
<br />number ofdays in such Expense Yenr hear; to 3Gs. The e.epiretlun ureerly termination of this Lease shall rot Affect the obllgutioas of Laidlord slid
<br />Tenant pursuant to this Section 3 ofthis Exh' l " E' to be performed after such expiration or curly tumiination.
<br />d. Review of Lnndlnrrl's Snncmen6 Provided that Tarrant is nil luau In dettrult whit rasped m Its obllgatians under this Lunsc and provided
<br />flurther ihut']'eaAnt strictly complies with the provisions MAIN Suctianil orthis Ex 'b' "E' Tenant shall have the right, at Tenum's sale cost And
<br />expense,, to reasonably review Urn lu d's supposing books And records (at Landlord's manager's corporate Offices) for oily portion of the Property
<br />Taxes or Operating Expenses Ibr A pathalltm Expense Year covered by Landlord's Slatanrent, in acoordmcc with die procedures set forth in Oils
<br />.Section 4 orihfs Exillbit "E". Tenant shall. within sixty (60) days uFlcr any such Landlord's Statement is delivered to Tenant, deliver a written nutiue
<br />(a "Dispute Notice") to Landlord specifying the items described in the Landlord's Statement tint am- claimed to be Incorrect, slid Tenant shall
<br />simullanwusly pay to Landlord all Amounts specified in the applicable (.mtdlurd's Statement ((o tie extent not previously paid). The right ofTenn it
<br />under this Section 4 of this Jj&jtihj.L_`i:_ may only be exercised once rot. each Expense Yaor covered by any Landlord's Stmenhant, and If Tenant fails
<br />in deliver a Dispute Notice within the sixty (60) day period deserlhed above or lbils to meat any of the other above condclons of exercise of such
<br />right. the right uf'fennntto audiU n particular Landlord's Statement (and all ofTanant's rights to make any claim relating thorem) undur this Section 4
<br />801 WOVIe Cellar Dr -Cur nJ'SarNrr.l un Leone -3, Exhibit E
<br />80A-557
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