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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 during all or 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 item 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 applicable, 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 it 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 Exhibit "E", 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 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 determination that measumbly 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, or 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 from Base Year Operating Expenses the cost of items of service, work or benefits (1) not
<br />provided following the Base Year, (ii) 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 (iii) amortized costs relating to capital improvements.
<br />2.3 If any Property Tax Reduction (defined below)applieswith 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 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 or operation of
<br />Proposition 8 or any other similar governmental act or Law. A "Base Year Tax Reductlon" 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 Properly Tax Reduction, minus, in the case of
<br />any. ExpenseYear.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 under Proposition 13 (or any substitute therefor hereafter adopted).
<br />2.4 As of the 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 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 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 allocating such
<br />Operating Expenses and/or Property Taxes 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 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 Taxes 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 Tenant's Percentage Share of Operating
<br />Expenses and Property Taxes based solely on the Operating Expense and Property Taxes for the Building (and the tax parcel on which it is located).
<br />3. Payment 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 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, Tenant 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 atter 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 as provided in Section 4 of this
<br />Exhibit "E". If the Landlord's Statement indicates that (or if it is finally determined pursuant to Section 4 of this Exhibit `B" that) the amount of
<br />Section 4.2 Additional Rent 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 deficiency 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 Lease (or, if the 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 an entire calendar year shall be prorated on the basis that the
<br />number of days in such Expense Year bears to 365. The expiration or early termination of this Lease shall not affect the obligations of Landlord and
<br />Tenant pursuant to this Section 3 of this Exhibit "0 to be performed after such expiration or early termination.
<br />4. Review of Landlord's Statement. Provided that Tenant is not then in default with respect to its obligations under this Lease and provided
<br />further that Tenant strictly complies with the provisions of this Section 4 of this Exhibit "E", Tenant shall have the right, at Tenant's sole cost and
<br />expense, to reasonably review Landlord's supporting books and records (at Landlord's manager's corporate offices) for any portion of the Property
<br />Taxes or Operating Expenses for a particular Expense Year covered by Landlord's Statement, in accordance with the procedures set forth in this
<br />Section 4 of this Exhibit "E". Tenant shall, within sixty (60) days after any such Landlord's Statement is delivered to Tenant, deliver a written notice
<br />(a "Dispute Notice") to Landlord specifying the items 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 not previously paid). The right of Tenant
<br />under this Section 4 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 exercise of such
<br />right, the right of Tenant to audit a particular Landlord's Statement (and all of Tenant's rights to make any claim relating thereto) under this Section 4
<br />801 6'Clrlc Center Dr—City ofSarrra Ana Lease -9- Exhibit E
<br />25B-45
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