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EXHIBIT 1A
<br />or lit is Lease) to raged are hundred percent (100%) occupancy of tha Renlnb[a Area of the Project during such period. Irduring all or any part or
<br />any Expense Year, Including the Base Year, Landlord does not provide any particular item of benefit, work or service (the cost or which Is a Voriable
<br />Expense) to portions of the Project duo to 0he fact that such item of benefiI, work or service is not required or desired by the tennnt or such space, or
<br />such tenant is Itself obtaining and providing such Item orbcnefil, work or service, or for any other reason, than for purposes of computing VaiabIs
<br />Expenses for such Expense Year, Operating Expenses, as opplicable, shall be increased by on amount equal to the additional Variable Expenses
<br />which would have been paid or incurred by Landlord during such period Iril had furnished such item of banelit, work or service to such portions or
<br />the Project.
<br />2.2 Subject to the provisions or this Section 2 of (his Exhibit Ile, all calculations, determinations, allocations and decisions to be
<br />made hereunder with respect to operating Expenses and Property Taxes shall be made in accordance with the good faith determination or Landlord
<br />applying sound accounting and property management principles consistently applied which are consistent with Institutional Owner Practices.
<br />Landlord shall have the right to equitably allocate some or all of Operating Expenses among particular classes or groups of tenants io the Building
<br />(for example, retail tenants) to reflect Landlord's good faith delemihnudon that measurably different amounts or types of services, work or benefits
<br />associated with Operating Expenses, us applicable, are being provided to or conferred upon such classes or groups. All discounts, reimbursements,
<br />rebates, refunds, at, credits (collectively, "Reimbursements") attributable to operating Expenses or Property Taxes received by Landlord in a
<br />particular 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 treat Reimbursements generally (or under particular circumstances) on a
<br />difTwent basis, Landlord shall have the right to exclude him Base Year operating Expenses the oout of items of service, work or benefits (I) not
<br />provided tbllowing the Base Year, (hi) incurred due to circumstances not applicable following the 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 circumstances, and (iif) amortized costs relating to capital improvements,
<br />2.3 If any Property Tax Reduction (defined below) applies with respect to nay Expense Year (other than the Base Year), then for
<br />purposes of calculation 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 Reduction" means, with respect to any Expense Year (other than the Base
<br />Year) the amount (if any) by which Property Taxes are reduced'as a result of tiny reassessment or under or as a result of application or operation of
<br />Proposition g or any other similar governmental actor Law. A "Base Year Tax Red little It 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 the Property Tax Reduction, unions, In die 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 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 2.0%) in Property Taxes that is allowed tinder Proposition 13 (or any substitute therefor hereafter adopted),
<br />2.4 As of die 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 tine Project, If tie Project at any time contains more than one building (or one or more tax parcels), Landlord shall have die right,
<br />from lime to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes for the buildings comprising the Project among
<br />the Building and some oral I of the other buildings of the ProjeoL In such event, Landlord shall reasonably determine a method of Eduardo such
<br />Operating Expenses and/or Property Texas attributable to the Building (or the tax parcel on which the Building is located) and/or such other
<br />building(s) (or such other tax parcei(s)) of the Project to the Building (or tax parcel) End(or such other buildings) (or tax parcel(s)) and Tenant shall
<br />be responsible to?- paying its proportionate share of such Operating Expense and/or Property Taxes which are allocated to the Building (or the lax
<br />parcel on which it is located). Landlord shall also have the right, from "Me to time, to require Tenant to pay Tenant's Percentage Share of Operating
<br />Expenses and PropertyTaxes based solely on die Operating Expenso and Property Taxes for the Building (End the tax parcel on wlhicn It is located).
<br />3. Payment Procedure, Estimates. During each Expense Your, Landlord may elect to give Tenant written notice of its estlmatc or any
<br />amounts payable under Section 4.2 of the Lease ("Section 4.2 Additional Rent") for that Expense Year. On or before die first day of each calendar
<br />month during such Expense Year, Tenant shall pay to Landlord one•Iw•elfih (1/l2ib) of such estimated amounts; provided, however, that, not more
<br />often that quarterly, Landlord may, by written notice to Tenant, revise im estimate for such Expenso Year, End all subsequent payments under this
<br />Section of this Exhibit it .F".',by Tenant for such Expense Year shall he based upon such revised estimate. Landlord shall endeavor to deliver to
<br />Temml within one hundred fifty (150) days after die close of each Expenses Year or as soon thereafter as is practicable, u statement of that year's
<br />Property TExes, Operating Expenses, and the amount of Section 4.2 Additional Rent for such Expense Yeaq as determined by Landlord (the
<br />"Landtord's Shilemcm"), and such Landlord's Statement shall be handing upon Landlord and Tenarl; except as provided in Sagtio_ n 4 or Lids
<br />Sdilbit " If the Landlord's Sentiment Indicates that (or it' it is linally determined pursuant to Section of this Exhi it „E, dint) the amount of
<br />Section 4.2 Additional (tent payable with respect to any Expense Year: (a) is more than file estimated payments or Section 4.2 Additional Rent made
<br />by Tenant with respect to such Expense Year,'1'cncht shall pay the deficiency to Landlord upon receipt or Landlod's Statement or is less don lbe
<br />estineted payments OF Section 4.2 Additional Rent shade by Tomi t with respect to such Expanse Yew, such excess payments shall be credited
<br />against Rent next payable by Tenant under this Lease for, if i le `tarsi oflbis Lease ties expired, shall be paid to Tenant). Amounts payable by Tonam
<br />as Section 4.2 Additional Rent with respect to any Expense Yenr that includes less than an Entire calendar year shall he prorated oil the basis that file
<br />number of days in such Expense Year bears to 365. The e,,phntlun or early termination of this lease shall not Effect the obligations of Landlord and
<br />Tenant pa•sunnt to this Section 3 of this Exhibit "E" to be performed after such expiration or curly tunniuutiun.
<br />4. Review orLuatllord'x St•nemenh Provided that Tenant is not then In default with respect to its obligations tinder this Loma and provided
<br />further that 'Tenant strictly complies with the provisions of this SQclion 4 or this Exhibit "r" Tenant shall have the right, at Tenam's sale cost sad
<br />expense, to reasonably review Landlord's supposing books and records (m Landlord's manager's corporate Offices) for ally portion orthe Property
<br />Taxes or Operating Expenses ror a particular Expense Year covered by Landlord's Statement, in accordance with die procedures set forth in this
<br />Sct;Liurt 4 orthis Exlui> t' 't „�•,"'. `tenant Shull. within sixty 160) days after any such Landlord's Statement Is delivered to Tenant, deliver u Written notice
<br />(s "Dispute Nulled") to Landlord specifying tine items described in the Landlord's Statement that are claimed to be incorrect, and 'tenant $1,011
<br />simultaneously pay to Landlord all amounts specified In the applicable Landlord's Statement (to die extent not previously paid), The right of Tenant
<br />under this Section 4 or this Exhibit "E" may only be exercised once t'or catch Expense Year covered by any Landlord's Statement, and Ir Tenant 1'uiis
<br />to deliver n Dfspute Notice within the sixty (60) city period described above or tails to meet any of the other above conditions of exercise of such
<br />right. the right 0I'Tonanl to audit It particular Landlurd's Statement (aid all of Tenant's riglits to make any claim relating thereto) under dais Scotto 4
<br />S91 N'C7uk Crurur br-C'lry rt(SurNrr.l tan Lean .3- Exhibit P.
<br />80A-77
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