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EXHIBIT 3
<br />ofill is Lease) to reflect awe hundred percent (100%) occupancy of die Rentable Area of the Project during such period, lfduring all or any part or
<br />any Expense Year, including the Bose Year, Landlord does not provide any pnrticulor item orbenefih work or service (the coal of which Is a Variable
<br />Expense) to portions of the Project duo to the fact that such item of haneril, work ar service is not required or desired by the tenant arsuch space, or
<br />such tenant is Itselr oblalning and providing such item of bail art l, work or service, or for only other reason, then for purposes of computing Variable
<br />Expenses for such Expense Year, Operating Expenses, as opiellcable, Shull be increased by an amount equal to the additional Variable Expanses
<br />which would have been paid or Incurred by Landlord during such period If it had furnished such ilrm of benefit, work or service to such portions of
<br />the Project.
<br />2.2 Subject to the provisions of this Sectiml 2 of this Exhibit "T all calculations, determinations, allocations and decisions to be
<br />made hereunder with respect to Operating Expenses and Property Texas shall be made in accordance with the good faith determinalion of 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 in the Building
<br />(for example, retail tenants) to reflect Landlord's good faith delenninal(on that measurably different amounts or types oFservices, work or benefits
<br />associated with Operating Expenses, as applicable, are being provided to or contorted 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 )n 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 practice Is consistent with Institutional Owner Practices, Landlord may beat Reimbursements generally (or under particular circumstances) on a
<br />different basis, Landlord shall have the right to exclude 60M Base Year Operating Expenses the Cost of items of service, work or beliefs (i) not
<br />provided following the Base Year, (1i) incurred due to circumstances not applicable fallowing die Base Year or due to market -wide laborrate
<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 (III) oma tized costs reloting 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 calculation of Excess Property Taxes for such Expense Year, Property Taxes educable 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 any reassessment or under or as a result of application at operation of
<br />Proposition 8 or any other Stotler governmental actor Law. A "Base Year Tax Red uctia a" means, with respect any Expense Year to which a Tax
<br />Reduction apples, and with respect to any particular Property Tax Reduction, an amount equal to the Property Tax Reduction, ndnus, In the case of
<br />any Expense Year after the first year to whidi 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 die annual percentage increase
<br />(presently up to 2.0%) in Property Taxes that Is allowed under Proposition 13 (or any substitute therefor hereRer adopted). '
<br />2.4 As or the dalc of this Lease, Tenant pays Additional Rent under 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 at more tax parcels), Landlord shsll have Use right, _
<br />from time 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 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 nitrlbutable to the Building (or the tax parcel on which the Building is located) and/or such other
<br />buildings) (or such other tax pnrcel(s)) of the Project to the Building (or tax partial) and/or such other building(,) (or tax parcel(s)) and Talent shall
<br />be responsible for paying its proportionate share of sueh 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 have the right, from time to time, to require Tenant to pay Tenant's Percentage Share of Operating
<br />Expenses and PropeTy Taxes based solely on die Operating Expense and Property Taxes for the Building (and die tax parcel on which it is located).
<br />3. Payment Proaed iro CEsli mates. During cosh Expense Yeur, Landlord may elect to give Tenant written notice a its estimate of any
<br />amounts payable under Section 4,2 of the Lease ('Section 4.2 Add lter al Rent") far that Expense Year, On or befave die fit at day of each calendar
<br />month during such Expense Year, Tenant eholI pay to Landlord one4w•elfth (I Milo) oFsuch estimated amounts; prnvided, however, that, not more
<br />often that quarterly, Landlord may, by written notice la Tenant, revise its estimate for such Expense 'Year, line all subsequent payments under this
<br />Section 3 of this Exhibit w " by Tenant for such Expense Year shall be based upon such revised estimate, Landlord shall endeavor to deliver to
<br />Tenant widen one hundred fifty (150) days afar the close of each Expense Year or as soon diareafter as is practicable, a statement of that year's
<br />Property Taxes, Operating Expenses, and [Ile amount of Section 4.2 Additional Rent for such Expense Year, as determined by Landlord (the
<br />"Landlord's Statmneto and such Landlord's Siutement shall be binding upon Landlord and Tenant, except as provided in Section 4 of this
<br />F.Abit " ". If the Landlord's Statement indicates that (or IF it is finally determined pursuant to Section 4 of this Exhibit "E" dint) rise amount of
<br />Section 4.2 Additional (tent payable with respect to any Expense Year: (a) is mare than the estimated payments of Section 4.2 Additional Rent made
<br />by Tenttnl with respect to such Expense Yenp'I'eaan shall pay the dcliciancy to Landlord upon receipt of Landlord's Statement or is leas than Ira
<br />estimated payments of Section 4.2 Additional Rent made by Tenant evil, respect to such Exponsc Year, swell excess payments shall be credited
<br />agalusl Rent next payable by Tenant under this Lease (or, II•tlie Term Millis Louse loos expired, shall be paid to Tenant). Amounts payable by Tennnt
<br />as Section 4.2 Additional Rent with respect h1 any Expense Vast that includes less than an entire calendar year Shall be prorated oil the basis that the
<br />number of days in such Expense Year been; to 365. 'rile expiration or curly termination of this Lease shall not effect the all Igntions of Landlord slid
<br />Tenant pursuant to this Section l of this Exhibit „E,• to Ue perfomred otter such Cxpb•o[ian or early Iurnnhmtlun.
<br />4. Review or Lnn(If w•d's Statement, Provided that Tenant is not then In default with respect to Its obligations under this Louse and provided
<br />father that Tenant stricily complies with the provisions of this ration 4 of this Exhibit':.;„,, Tenant shell have the right, m'temmt's sole cost and
<br />expense, to reasonably review' Lin old inrd's supporting banks and records (at Landlord's manager's corporate aIli call) fur oily portion artile Pruperty
<br />Texas or Operating Expenses for a particular Expense Year covered by Landlord's Simenaent, in accordance with die procedures set forth in this
<br />Section ti+n 4 ut'dnis Exhibit„E... 'tenant stroll. wiihin sixty (60) days after say such Landlord's Statement Is delivered to Tenant, deliver a written notion,
<br />(a "Dispute Notice") to Landlord specifying the items described ill the Landlord's Statement that am, claimed to be incorrect, end 'Variant Shull
<br />simultaneously pay to Landlord all amounts specified in the upplicebte Landiurd's Statement (to die extent not previously paid). The right of Tennnt
<br />under this Section 4 of this Exh'th'T' may only be exercised once t'of each Expense Year covered by any Landlord's Statement, slid If Temmt fails
<br />to dcllvcr a Dispute Notice within the sixty (60) day period described above of tails to meet any of the other above cundillons or exercise of such
<br />right. the right of'remmit to audit a pafliuuhu• landlord's Sinlement (and all of Tenant's rights to make any claim rotating (hereon) under tills Section 4
<br />901 IPCI"fe Ceoter Dr-C'8y nfSwNn Ann Leave -3' Exhibit E
<br />80A-697
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