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of this Lease) to reflect one hundred percent (100%) occupancy of the Rentable Area of the Project during such period, if doing all at- any part of
<br />any Expense Year, including the Base Year, Landlord does not provide any particular item of 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 benefit, work or service is not required or desired by the tenant of such space, or
<br />such tenant is Itself obtaining and providing such dent 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 apphooble, 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 if it had famished 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 Ex ni i ( "E' all calculations, determinations, allocations and decisions to be
<br />made hereunder with respect to Operating Expenses and Property Tuxes 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 shall have the right to equitably allocate some or oil of Operating Expenses among particular classes or groups of tenants in the Building
<br />(for 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, u• 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 />different basis. Landlord shall have the right to exclude fPom Base Year Operating Expenses the cost of items of service, work or benefits (I) not
<br />provided following the Base Year, (it) 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, end utility rate
<br />increases one to extraordinary circumstances, 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 calculation of Excess Properly Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by an amount
<br />equal to the conespondi ng Base Year Tax Reduction. A "Property Tax Reductions" 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 of operation of
<br />Proposition 8 or any other similar governmental act or Law. 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 the Property Tax Reduction, unions, in die case of
<br />any Expense Year after the first year to which the applicable Tex Reduction applies, the cumulative amount by which Property Taxes have Increased
<br />(following the fist 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 under Preposition 13 (o' any substitute therefor hereafter adopted).
<br />2.4 As of the date of this Lease, Tenant pays Additional (Lent under Section 4.2 of the Lease based on die 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 time to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes for the buildings comprising tie 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 attributable to the Building (or the tnx parcel of 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 for paying its proportionate share of such Operating Expense and/or Property 'faxes which are allocated to the Building (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 operating
<br />Expenses and Property Taxes based solely on the Operating Expense and Properly Taxes for the Building (aid the tax panel rah which it is located).
<br />3. Payment Procedure; Estimates. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate or any
<br />amounts payable under Section 4.2 of die Lease ("Section 4.2 Additional Rent") for that Expense Year. On or before the first day of each calendar
<br />month during such Expense Year, Teriant shall pay to Landlord one -twelfth (1/12th) of such estimated amounts; provided, however, that, not more
<br />often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this
<br />Section 3 of this Exhibit "E" 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 (150) days after the close of each Expense Year or as soon thereafter as is practicable, a statement of that year's
<br />Property Taxes, Operating Expenses, and the 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 and Tenant, except us provided in ection 4 of this
<br />Exhiblt "E". If the Landlord's Statement indicates that (or it' it is finally determined pursuant to Section 4 of this Exhibit "E" that) tie amount of
<br />Section 4.2 Additional (tent payable with respect to any Expense Year: (a) is more than the estimated payments of Section 4.2 Additional Rent made
<br />by Tenant with respect to such Expense Year, •tenant shall pay the dcticiency to Landlord upon receipt of Landlord's Statement or (b) is less than the
<br />estimated payments of 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 under this Leese or, irLhe Term of this Lease has expired, shall be paid to Tenant). Amounts payable by Tenant
<br />as Section 4.2 Additional Rent with respect to any Expense Year that includes less than on entire calendar year shall be prorated on the basis that the
<br />number of days in such Expense Year bears to 305. 'file expiration or easy termination of this Lease shall not affect the obl igations of Landlord and
<br />'tenant pursueit to (his Section 3 orthis Exhibit "T to be performed after such expiration or early termination.
<br />4. Review of Landlord's Statement, Provided that Tenant is not than in defiurll with aspect to its obligations under this Lease and provided
<br />further that Tenant strictly complies with the provisions of this Section 4 of this Exhibit "B". Tenant shall have the right, at Tenant's sole cost and
<br />expense, to reasonably review Landlord's supporting books and records (tit Landlord's manager's corporate offices) for uny portion ofthe Property
<br />Taxes or Operating Expenses for a particular Expense Yeacovered by Landlord's Statement, in accordance with the procedures set forth in this
<br />Segilon 4 of this Exhibit "E". Tenant shall. within sixty (GO) days ufter any such Landlord's Statement is delivered to Tenant, deliver u wriuen notice
<br />(a "Dispute Notice") to Ltmdlord specifying the itans described in the Landlord's Statement that are claimed to be incorrect, and Tenant shall
<br />simultaneously pay to Landlord all amounts specified in the applicable Landlord's Statement (to the extent tint previously paid). The right of'fennnt
<br />under this Section of this Exhibit "E" may only be exercised once for each Expense Year covered by any Landlord's Statement, and if Tenant fails
<br />to deliver a Dispute Notice within the sixty (60) day period described above or fails to meet any of the other above conditions of exereise of such
<br />right, the right ofTenant to audit a particular Landlord's Sunenent (and all aF'fcnant's rights to stake any claim relating thereto) under this Section 4
<br />i701 WC1vlc C'enncr Dr —City oJ'Sontn Ana Lenre -3- Exhibit E.
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