Common use of Definition of Operating Expenses Clause in Contracts

Definition of Operating Expenses. The term "operating expenses" includes all expenses incurred by Landlord with respect to the maintenance and operation of the Building, including, but not limited to, the following: maintenance, repair and replacement costs; electricity, fuel, water, sewer, gas and other common Building utility charges; equipment used for maintenance and operation of the Building; operational expenses; exterior window washing and janitorial services; trash and snow removal; landscaping and pest control; management fees, wages and benefits payable to employees of Landlord whose duties are directly connected with the operation and maintenance of the Building; all services, supplies, repairs, replacements or other expenses for maintaining and operating the Building or project including parking and common areas; improvements made to the Building which are required under any governmental law or regulation that was not applicable to the Building at the time it was constructed; installation of any device or other equipment which improves the operating efficiency of any system within the Premises and there by reduces operating expense; all other expense which would generally be regarded as operating, repair, replacement and maintenance expenses; all real property taxes and installments of special assessments, including dues and assessments by means of deed restrictions and/or owners' associations which accrue against the Building during the term of this Lease and legal fees incurred in connection with actions to reduce the same, and all insurance premiums Landlord is required to pay or deems necessary to pay, including fire and extended coverage, and rent loss and public liability insurance, with respect to the Building. Notwithstanding the foregoing, operating expenses shall not include any expenditure which must be capitalized for federal income tax purposes, except that operating expenses shall include the amortization of any such capital expenditures (except capital expenditures for improvements made to the Building without the consent of Tenant, or for restoration or repair of damage to the Building caused by casualty) on a straight-line basis over the reasonably estimated useful life, at an amortization rate equal to the rate of Treasury Securities of comparable term, plus two percent (2%). Further, operating expenses shall not include: A. Taxes payable by reason of any "minimum assessment": or similar agreement to the extent exceeding the taxes which otherwise would be payable with respect to the property of which the Premises are a part; or B. Special assessments levied or pending on the date of this Lease or levied for public improvements constructed in connection with the initial construction of the Building or any additional building; or C. Expenses of contesting taxes or the assessed value of the property of which the Premises are a part in excess of the savings achieved in such contest; or D. Operating expenses including taxes and installments of special assessments, insurance premiums and maintenance expenses attributable to the unimproved portion of the property of which the Premises are a part after the earlier of: (i) the completion of construction of a second building thereon by Landlord and reduction of Tenant's proportionate share pursuant to the last sentence of Section 2.2 above (which shall be determined by reference to assessors worksheets, insurance carrier rate calculations and other available data); or (ii) the termination or expiration of the Holding Period as described in Section 14.13 hereof; E. Management fees exceeding fifteen percent (15%) of other operating expenses except taxes and special assessments; or F. Expenses incurred by Landlord in satisfying its obligations under Section 14.15 hereof.

Definition of Operating Expenses. The term "operating expenses" includes all Operating Expense shall include, without limiting the generality of the foregoing, expenses incurred by Landlord associated Tenant’s proportionate share of Common Area expenses within the Property as provided in Sections 5.01, 6.01, 7.02, 8.02, 12.04, 14.04, and Article XV, and shall include real estate taxes; the cost of personnel or fees paid to persons or entities, including those affiliated with respect Landlord, to provide maintenance, repair, janitorial services, gardening, landscaping, resurfacing, repaving, painting, lighting, sweeping, cleaning, pest and sanitary control, trash removal, and fire protection; the amounts paid for heating, air conditioning, and providing electricity and water and sewer provided to the maintenance and operation of Property; administrative expenses related to the Building, including, but not limited to, the following: maintenance, repair and replacement costsProperty ; electricity, fuel, water, sewer, gas and other common Building utility charges; equipment used any costs incurred for maintenance and operation of the Building; operational expenses; exterior window washing and janitorial services; trash and snow removal; landscaping and pest control; management fees, wages and benefits payable to employees of Landlord whose duties are directly connected with the operation and maintenance of the Building; all services, supplies, repairs, replacements any capital improvements or other expenses for maintaining and operating the Building or project including parking and common areas; improvements made structural repairs to the Building and Common Areas, which are required under any governmental law costs shall be amortized over the useful life of the applicable capital improvements or regulation that was not applicable structural repairs; the cost of accounting services necessary to compute the rent and charges payable by tenants, market rate management fee paid to Landlord’s affiliate or third-party management companies; fees for legal, accounting, inspection and consulting services pertaining to the Property; the cost of guards and other protection services pertaining to the Building at and Common Areas; and the time it was constructedamount paid for premiums for all insurance procured by Landlord to insure the Property as may be required or permitted under this Lease (including, without limitation, business interruption insurance, and such insurance as may be required by the holder of such mortgage or deed of trust); installation of any device government-imposed parking charges or other equipment which improves costs, and costs to comply with governmentally-imposed safety and access requirements. Notwithstanding the operating efficiency of any system within foregoing, Operating Expenses shall not include the Premises and there by reduces operating expense; all other expense which would generally be regarded as operating, repair, replacement and maintenance expenses; all real property taxes and installments costs of special assessmentsservices rendered to tenants (including Tenant) for which a special or separate charge is made, including dues and assessments any costs of preparation of space for new tenants of the Property, any costs borne directly by means Tenant under this Lease, leasing commissions, depreciation, or debt service payments made to a mortgagee. If less than 95% of deed restrictions and/or owners' associations which accrue against the Building total rentable area of the Property is occupied during the Base Year or any calendar year during the term of this Lease and legal fees incurred in connection with actions Lease, then Operating Expenses shall be adjusted to reduce the same, and all insurance premiums Landlord is required to pay or deems necessary to pay, including fire and extended coverage, and rent loss and public liability insurance, with respect to the Building. Notwithstanding the foregoing, operating expenses shall not include any expenditure which must be capitalized for federal income tax purposes, except that operating expenses shall include the amortization equal Landlord’s reasonable estimate of any Operating Expenses had such capital expenditures (except capital expenditures for improvements made to the Building without the consent of Tenant, or for restoration or repair of damage to the Building caused by casualty) on a straight-line basis over the reasonably estimated useful life, at an amortization rate equal to the rate of Treasury Securities of comparable term, plus two percent (2%). Further, operating expenses shall not include: A. Taxes payable by reason of any "minimum assessment": or similar agreement to the extent exceeding the taxes which otherwise would be payable with respect to the property of which the Premises are a part; or B. Special assessments levied or pending on the date of this Lease or levied for public improvements constructed in connection with the initial construction percentage of the Building or any additional building; or C. Expenses of contesting taxes or the assessed value total rentable area of the property of which the Premises are a part in excess of the savings achieved in such contest; or D. Operating expenses including taxes and installments of special assessments, insurance premiums and maintenance expenses attributable to the unimproved portion of the property of which the Premises are a part after the earlier of: (i) the completion of construction of a second building thereon by Landlord and reduction of Tenant's proportionate share pursuant to the last sentence of Section 2.2 above (which shall be determined by reference to assessors worksheets, insurance carrier rate calculations and other available data); or (ii) the termination or expiration of the Holding Period as described in Section 14.13 hereof; E. Management fees exceeding fifteen percent (15%) of other operating expenses except taxes and special assessments; or F. Expenses incurred by Landlord in satisfying its obligations under Section 14.15 hereofProperty been occupied.

Definition of Operating Expenses. The term "operating expenses" includes all expenses incurred by Landlord with respect to the maintenance and operation of the Building, including, but not limited to, the following: maintenance, repair and replacement costs; electricity, fuel, water, sewer, gas and other common Building utility charges; equipment used for maintenance and operation of the Building; operational expenses; exterior window washing and janitorial services; trash and snow removal; landscaping and pest control; management fees, wages and benefits payable to employees of Landlord whose duties are directly connected with the operation and maintenance of the Building; all services, supplies, repairs, replacements or other expenses for maintaining and operating the Building or project including parking and common areas; improvements made to the Building which are required under any governmental law or regulation that was not applicable to the Building at the time it was constructed; installation of any device or other equipment which improves the operating efficiency of any system within the Premises and there by thereby reduces operating expenseexpenses; all other expense expenses which would generally be regarded as operating, repair, replacement and maintenance expenses; all real property taxes and installments of special assessments, including dues and assessments by means of deed restrictions and/or owners' associations which accrue against the Building during the term of this Lease and legal fees incurred in connection with actions to reduce the same, ; and all insurance premiums Landlord is required to pay or deems necessary to pay, including fire and extended coverage, and rent loss and public liability insurance, with respect to the Building. Notwithstanding the foregoing, operating expenses shall not include any expenditure which must be capitalized for federal income tax purposes, except that operating expenses shall include the amortization of any such capital expenditures (except capital expenditures for improvements made to the Building without the consent of Tenant, or for restoration or repair of damage to the Building caused by casualty) on a straight-line basis over the reasonably estimated useful lifeLife, at an amortization rate equal to the rate of Treasury Securities of comparable term, plus two percent (2%). Further, operating expenses shall not include: A. Taxes payable by reason of any "minimum assessment": or similar agreement to the extent exceeding the taxes which otherwise would be payable with respect to the property of which the Premises are a part; or B. Special assessments levied or pending on the date of this Lease or levied for public improvements constructed in connection with the initial construction of the Building or any additional building; or C. Expenses of contesting taxes or the assessed value of the property of which the Premises are a part in excess of the savings achieved in such contest; or D. Operating expenses including taxes and installments of special assessments, insurance premiums and maintenance expenses attributable to the unimproved portion of the property of which the Premises are a part after the earlier of: (i) the completion of construction of a second building thereon by Landlord and reduction of Tenant's proportionate share pursuant to the last sentence of Section 2.2 above (which shall be determined by reference to assessors worksheets, insurance carrier rate calculations and other available data); or (ii) the termination or expiration of the Holding Period as described in Section 14.13 hereof; E. Management fees exceeding fifteen percent (15%) of other operating expenses except taxes and special assessments; or F. E. Expenses incurred by Landlord in satisfying its obligations under Section 14.15 14.13 hereof.

Definition of Operating Expenses. The term "operating expensesOperating Expenses" includes all means the total costs and expenses incurred by Landlord with respect to in the maintenance ownership, operation, maintenance, repair and operation management of the Common Area and the Building, including, but not limited to, repair, maintenance, utility costs and landscaping of the following: Common Area, including, but not limited to, any and all costs of maintenance, repair and replacement costs; electricityof all driveways (including, fuelsweeping, waterstriping and slurry coating), sewerloading and unloading areas, gas trash areas, outdoor lighting, sidewalks, walkways, snow removal, landscaping (including, without limitation, tree trimming), irrigation systems, monument signs, fences and gates, and other common Building utility charges; equipment used for maintenance and operation of the Building; operational expenses; exterior window washing and janitorial services; trash and snow removal; landscaping and pest control; management fees, wages and benefits payable costs which are allocable to employees of Landlord whose duties are directly connected with the operation and maintenance of the Building; all services, supplies, repairs, replacements or other expenses for maintaining and operating the Building or project including parking and common areas; improvements made to the Building which are required under any governmental law or regulation that was not applicable to the Building at the time it was constructed; installation of any device or other equipment which improves the operating efficiency of any system within the Premises and there by reduces operating expense; all other expense which would generally be regarded as operating, repair, replacement and maintenance expenses; all real property taxes and installments of special assessments, including dues and assessments by means of deed restrictions and/or owners' associations which accrue against the Building during the term of this Lease and legal fees incurred in connection with actions to reduce the same, and all insurance premiums Landlord is required to pay or deems necessary to pay, including fire and extended coverage, and rent loss and public liability insurance, with respect to the Building. Notwithstanding the foregoing, operating expenses shall not include any expenditure which must be capitalized for federal income tax purposes, except that operating expenses shall include the amortization of any such capital expenditures (except capital expenditures for improvements made to the Building without the consent of Tenant, or for restoration or repair of damage to the Building caused by casualty) on a straight-line basis over the reasonably estimated useful life, at an amortization rate equal to the rate of Treasury Securities of comparable term, plus two percent (2%). Further, operating expenses shall not include: A. Taxes payable by reason of any "minimum assessment": or similar agreement to the extent exceeding the taxes which otherwise would be payable with respect to the property of which the Premises are a part; or B. Special assessments levied or pending on the date of this Lease or levied for public improvements constructed in connection with the initial construction of the Building or any additional building; or C. Expenses of contesting taxes or the assessed value of the property of which the Premises are a part including any costs under the terms of any CC&Rs affecting the real property, insurance deductibles and the costs relating to the insurance maintained by Landlord with respect to the Building, including, without limitation, Landlord's cost of any self insurance deductible or retention in excess any year); trash collection; and capital improvements made to or capital assets acquired for the Building after the Commencement Date that are intended to reduce Operating Expenses or are reasonably necessary for the health and safety of the savings achieved in such contestoccupants of the Project or are required under any governmental law or regulation, which capital costs, or an allocable portion thereof, shall be amortized over the period reasonably determined by Landlord, together with interest on the unamortized balance at no greater than eight percent (8%) per annum; or D. Operating expenses including taxes and installments of special assessments, insurance premiums and maintenance expenses attributable (g) any other costs incurred by Landlord related to the unimproved portion Project. Operating Expenses shall also include an administrative fee to Landlord for accounting and project management services relating to the Building in an amount not to exceed three percent (3%) of the property sum of which the Premises are a part after the earlier of: Net Rent (i.e. management fees and salaries will be calculated at 3% of Net Rent). Operating Expenses shall not include (i) the completion replacement, structural repairs allocated to Landlord in Section 9.2 of construction of a second building thereon by Landlord and reduction of Tenant's proportionate share pursuant this Lease (for example, repairs to the last sentence roof including gutters, the exterior walls of the Building and any other structural components of the Building); (ii) repairs to the extent covered by insurance proceeds, or paid by Tenant or other third parties; (iii) alterations solely attributable to tenants of the Project other than Tenant; (iv) costs or expenses allocated to Landlord in other provisions of this Lease (for example, repairs assigned to Landlord in Section 2.2 above (which shall be determined by reference 8 of the Work Letter and capital costs allocated to assessors worksheets, insurance carrier rate calculations and other available dataLandlord in Section 11 of this Lease); or (iiv) marketing expenses. Landlord agrees to limit any increases in Tenant's Share of controllable Operating Expenses (i.e. all Operating Expenses excluding common utilities, Real Property Taxes, snow removal and insurance premiums). Tenant will pay the termination or expiration actual amount of controllable Operating Expenses during the first Lease Year; but increases in all subsequent Lease Years during the Term will be limited to 5% in any given year, cumulative and compounding. For example, Xxxxxx's Share of controllable Operating Expenses during the second Lease Year will not, under any circumstances, be greater than 105% of the Holding Period as described in Section 14.13 hereof; E. Management fees exceeding fifteen percent (15%) amount charged to Tenant for controllable Operating Expenses during the first Lease Year; and Xxxxxx's Share of other operating expenses except taxes and special assessments; or F. controllable Operating Expenses incurred by Landlord in satisfying its obligations during the third Lease Year will not, under Section 14.15 hereofany circumstances, be greater than 110% of the amount charged to Tenant for controllable Operating Expenses during the first Lease Year, etc.

Definition of Operating Expenses. The term "operating expenses" “Operating Expenses” as used above includes all reasonable expenses incurred by Landlord with respect to the maintenance and operation of the BuildingBuilding of which the Premises are a part, including, but not limited to, the following: maintenancemaintenance and repair costs, repair and replacement costs; electricity, fuel, water, sewer, gas and other common Building utility charges; equipment used for maintenance charges (but not any excess utility services or after-hours heating and operation air conditioning service provided at the request of any tenant of the Building; operational expenses; exterior ), all real estate and ad valorem taxes, assessments, sewer rents, water rents and charges, general or special applicable to the Premises or the Building (excluding interest or penalties for late payment), security, window washing and washing, janitorial services; , trash and snow removal; , landscaping and pest control; , property management feesfees (provided such management fees shall not in the aggregate exceed three percent (3%) of the gross revenues for the Building during the applicable period), wages and fringe benefits payable to employees of Landlord whose duties are directly connected with the operation and maintenance of the Building and Project (it is agreed that only a pro rata share is to be billed to the Building for those employees of Landlord who work on other projects), amounts paid to contractors or subcontractors for work or services performed in connection with the operation and maintenance of the Building; , all services, supplies, repairs, replacements or other expenses for maintaining and operating the Building or project Building, including parking and common areas; improvements made association dues to the association for the Project and any and all other costs or assessments levied against the Building under the Declaration (it being agreed, however that the cost of the maintenance and repair of the park on the Building lot will be a shared common area expense in proportion to all improvements at the Project and not allocated solely to the Building), and the amortization of the cost of Permitted Capital Expenditures to the Building. “Permitted Capital Expenditures” means the costs, amortized over its useful life, of (a) any capital improvement made by or on behalf of Landlord after the Commencement Date which are is required under any governmental law or regulation Legal Requirements that was were not applicable as of the Commencement Date and that are not otherwise assumed by or allocated to Landlord under this Lease; (b) the Building at the time it was constructed; acquisition and installation of any device or other equipment which improves the designed to improve operating efficiency or energy efficiency or which is acquired to improve safety; and (c) costs that are capitalized but are generally considered maintenance items (like painting of common areas, replacement of carpet in elevator lobbies, resurfacing, etc.). If the Building is less than ninety five (95%) leased during any portion of any system within calendar year, then the Premises actual Operating Expenses that vary by occupancy for such calendar year shall be increased to the amount of such Operating Expenses that Landlord reasonably determines would have been incurred during that calendar year if the Building had been fully leased throughout that calendar year; provided, however, that this “gross up” provision shall not result in Landlord recovering more than 100% of actual Operating Expenses and there provided that this “gross up” provision is invoked by reduces operating expenseLandlord in a manner that is consistent with how “gross up” is invoked in other comparable office buildings of comparable age in the Nashville, Tennessee area. Notwithstanding anything to the contrary in the Lease, “Operating Expenses” shall not include any of the following items: (1) initial construction costs and except for Permitted Capital Expenditures (which are included in Operating Expenses) other capital expenditures, including, but not limited to, capital repairs and replacements; all (2) depreciation, interest and principal payments of mortgages and other expense which would generally be regarded debt costs, if any; (3) wages and other compensation paid to officers or other executive level employees of Landlord above the level of building manager, senior building manager, engineer or comparable position; (4) wages and other compensation of employees who do not work full time at the Building, unless the wages and other compensation paid to non-full time employees are reasonably allocated by Landlord to the Building on the basis of the portion of work performed by such employees at the Building and at other locations; (5) costs of curing violations of Legal Requirements in effect as operatingof the Commencement Date; (6) management fees in excess of amounts expressly authorized in the preceding paragraph; (7) costs for any non-standard service that are reimbursed by any other tenant (8) costs to market the Building for lease; (9) costs of correcting construction defects; (10) the cost of repairing or restoring any portion of the Building damaged by fire or other casualty; (11) the cost of repairs, repairalterations or replacements required as the result of any taking or condemnation of the Land, replacement common areas or Building for public or quasi-public use or purpose by any governmental or quasi-governmental authority, or as the result of any conveyance in lieu of being taken or condemned; (12) repairs and maintenance expenses; all real property taxes for items that are covered without charge by service contracts, guarantees or warranties, and installments any cost or expenditure or any portion thereof for which Landlord has been reimbursed or is entitled to reimbursement, whether by insurance proceeds or otherwise, except reimbursements or other payments from other tenants of special assessments, including dues and assessments by means of deed restrictions and/or owners' associations which accrue against the Building during in respect to costs and expenses which are Operating Expenses; (13) increased costs incurred solely and directly due to Landlord’s breach of any agreement, negligence, misconduct, or violation of Legal Requirements; (14) costs arising or resulting from the term presence of this Lease and legal fees any Hazardous Materials on, under or about the Building or the Project in violation of any Legal Requirement or any Hazardous Materials released or discharged from the Building or the Land in violation of any Legal Requirement, except to the extent caused by Tenant; (15) costs incurred in connection with actions to reduce the sameselling, syndicating, financing, mortgaging, or hypothecating of any part of the Building, Project or Premises; (16) costs associated with the operation and all insurance premiums internal organization of Landlord is required to pay as a business entity; (17) any income taxes, gross receipt taxes, profit taxes, sales taxes, estate taxes, succession taxes, transfer taxes, indebtedness taxes, mortgage taxes, gift taxes, inheritance taxes, franchise taxes, excise taxes, corporate taxes, partnership taxes, or deems necessary to pay, including fire and extended coverage, and rent loss and public liability insurance, with respect taxes arising due to the business operations of Landlord; (18) attorneys’ and accountants fees; (19) any amounts paid to Landlord or any affiliate of Landlord for service other than management fees, which amounts are in excess of market rates; (20) costs incurred by Landlord to lease space in the Building, including, but not limited to, the costs of allowances, concessions, incentives, rent abatements, lease negotiations, lease enforcement and leasing commissions; (21) the cost of tenant improvements to space in the Building leased or to be leased to others; and (22) advertising and marketing expenses. Notwithstanding anything contained herein to the foregoingcontrary, operating expenses the Tenant’s obligation for Excess Operating Expenses shall be capped – the Tenant shall not include any expenditure which must be capitalized obligated for federal income tax purposes, except that operating expenses shall include the amortization of any such capital expenditures (except capital expenditures for improvements made to the Building without the consent of Tenant, or for restoration or repair of damage to the Building caused by casualty) on a straight-line basis over the reasonably estimated useful life, at an amortization rate equal to the rate of Treasury Securities of comparable term, plus two percent (2%). Further, operating expenses shall not include: A. Taxes payable by reason of any "minimum assessment": or similar agreement Excess Operating Expenses to the extent exceeding Operating Expenses exceed $9.00 per rentable square foot during lease year 1, which cap shall grow four percent (4%) annually thereafter, depicted as follows: Months 1 – 12 following Commencement Date $ 9.00 / RSF Months 13 – 24 following Commencement Date $ 9.36 / RSF Months 25 – 36 following Commencement Date $ 9.73 / RSF Months 37 – 48 following Commencement Date $ 10.12 / RSF And continuing the taxes which otherwise same 4% increases annually thereafter The Operating Expense cap shall be calculated on a cumulative annual basis. So in the event the actual Operating Expenses increase by 3% during Lease Year 2 and then by 5% during Lease Year 3, the 4% annual cap would not apply in said example and Tenant would be payable with respect to responsible for its pro-rata share of all Operating Expenses because the property cap in year 3 would have been a cumulative increase of which 1.0816 from the Premises are a part; or B. Special assessments levied or pending on the date of this Lease or levied for public improvements constructed in connection with the initial construction of the Building or any additional building; or C. Expenses of contesting taxes or the assessed value of the property of which the Premises are a part in excess of the savings achieved in such contest; or D. Operating expenses including taxes and installments of special assessments, insurance premiums and maintenance expenses attributable to the unimproved portion of the property of which the Premises are a part after the earlier of: (i) the completion of construction of a second building thereon by Landlord and reduction of Tenant's proportionate share pursuant to the last sentence of Section 2.2 above (which shall be determined by reference to assessors worksheets, insurance carrier rate calculations and other available data); or (ii) the termination or expiration of the Holding Period as described in Section 14.13 hereof; E. Management fees exceeding fifteen percent (15%) of other operating expenses except taxes and special assessments; or F. Expenses incurred by Landlord in satisfying its obligations under Section 14.15 hereof.Expense Stop. LATE FEE

Definition of Operating Expenses. Tenant shall pay to Landlord its Pro Rata Share of all Operating Expenses as Additional Rent. The term "operating expensesOperating Expenses" includes all expenses as used herein shall mean the total amounts incurred by Landlord in connection with the ownership, management, maintenance, repair and operation of the Premises and the Common Areas except for the exclusions set forth in Section 8.2.3 below. Operating Expenses may include, but are not limited to, costs incurred by Landlord with respect to the maintenance following: Landlord's costs of operating, maintaining, repairing or replacing the Facilities and the Common Areas, including, without limitation (a) annual insurance premium(s) for liability insurance with respect to the Common Areas and (b) supplies, materials, equipment, rental equipment and other similar items; and Landlord's premiums for (i) pollution coverage insurance; (ii) rental value insurance against loss of Rent for a period of not less than twelve (12) months commencing on the date of loss; (iii) all other insurance obtained by Landlord that is not duplicative of insurance that Tenant is required to carry pursuant to Section 14.1.2; Insurance deductible amounts under any policy of insurance to the extent relating to the Common Areas and/or Facilities located thereon; Landlord's costs of (a) modifications and/or new improvements to any portion of the Project occasioned by any Laws effective subsequent to the Lease Date; (b) reasonably necessary replacement improvements to any portion of the Project after the Commencement Date; and (c) new improvements to the Project that reduce operating costs or improve life/safety conditions, all of the foregoing as reasonably determined by Landlord, in its sole but reasonable discretion; Fees for business licenses required in connection with the ownership and operation of the BuildingProject by Landlord and/or Landlord's property manager; a property management fee, includingin lieu of all other costs of accounting, but not limited toauditing, billing, postage, salaries and benefits for clerical and supervisory employees, whether located on the following: maintenanceProject or off-site, repair payroll taxes and replacement costs; electricity, fuel, water, sewer, gas legal and other common Building utility charges; equipment used for maintenance accounting costs and operation of the Building; operational expenses; exterior window washing and janitorial services; trash and snow removal; landscaping and pest control; management all fees, wages and benefits payable to employees of Landlord whose duties are directly connected incurred in connection with the operation and maintenance management of the BuildingProject in the amount of three percent (3%) of the Base Rent; all servicessecurity services for any portion of the Project, supplies, repairs, replacements or other expenses for maintaining if and operating the Building or project including parking and common areas; improvements made to the Building which extent, in Landlord's sole discretion, such services are required under provided by Landlord and are not duplicative of those provided by Tenant; any governmental law or regulation that was not applicable to the Building at the time it was constructed; installation of any device or other equipment which improves the operating efficiency of any system within the Premises and there by reduces operating expense; all other expense which would generally be regarded as operating, repair, replacement and maintenance expenses; all real property taxes and installments of special assessments, including dues and assessments by means of deed restrictions and/or owners' associations which accrue against the Building during the term of this Lease and legal fees incurred in connection with actions to reduce the same, and all insurance premiums Landlord is required levies, charges, fees and/or assessments payable to pay or deems necessary to pay, including fire and extended coverage, and rent loss and public liability insurance, with respect to the Building. Notwithstanding the foregoing, operating expenses shall not include any expenditure which must be capitalized for federal income tax purposes, except that operating expenses shall include the amortization of any such capital expenditures (except capital expenditures for improvements made to the Building without the consent of Tenant, or for restoration or repair of damage to the Building caused by casualty) on a straight-line basis over the reasonably estimated useful life, at an amortization rate equal to the rate of Treasury Securities of comparable term, plus two percent (2%). Further, operating expenses shall not include: A. Taxes payable by reason of any "minimum assessment": applicable owner's association or similar agreement to the extent exceeding the taxes which otherwise would be payable with respect to the property of which the Premises are a part; or B. Special assessments levied body or pending on the date of this Lease or levied for public improvements constructed in connection with the initial construction utilization of parking and/or driveways through the Building Adjacent Park; and the costs of removing or any additional building; or C. Expenses of contesting taxes otherwise remediating Hazardous Materials brought on or about the assessed value of the property of which the Premises are Common Areas by a part in excess of the savings achieved in such contest; or D. Operating expenses including taxes and installments of special assessments, insurance premiums and maintenance expenses attributable to the unimproved portion of the property of which the Premises are a part after the earlier of: Midnight Dumper (i) the completion of construction of a second building thereon by Landlord and reduction of Tenant's proportionate share pursuant to the last sentence of Section 2.2 above (which shall be determined by reference to assessors worksheets, insurance carrier rate calculations and other available data); or (ii) the termination or expiration of the Holding Period as described defined in Section 14.13 hereof; E. Management fees exceeding fifteen percent (15%) of other operating expenses except taxes and special assessments; or F. Expenses incurred 29.2.4), which are not covered by Landlord in satisfying its obligations under Section 14.15 hereofpollution insurance carried by the Landlord.

Definition of Operating Expenses. The term "operating expenses" includes all expenses incurred by Landlord with respect to the maintenance maintenance, servicing, repairing and operation of the BuildingProperty, including, including but not limited to, to the following: maintenance, repair and replacement costs; electricity, fuel, water, sewer, gas and other common Building utility charges; equipment used for maintenance and operation of the Building; operational expenses; exterior security, window washing and janitorial services; trash and snow and ice removal; landscaping and pest control; management feesfees payable to third parties, wages and benefits payable to employees of Landlord whose duties are directly connected with the operation and maintenance of the BuildingProperty; all services, supplies, repairs, replacements replacement or other expenses for maintaining and operating the Building or project Property including parking and common areasarea; improvements the cost, including interest, amortized over its useful life, of any capital improvement made to the Building Property by Landlord after the date of this lease which are is required under any governmental law or regulation that was not applicable to the Building Property at the time it was constructed; the cost, including interest, amortized over its useful life, of installation of any device or other equipment which improves the operating efficiency of any system within Initial ____ 2 3 the Leased Premises and there by thereby reduces operating expenseexpenses; all other expense expenses which generally would generally be regarded as operating, repair, replacement operating and maintenance expensesexpenses which would reasonably be amortized over a period not to exceed five (5) years; all real property taxes and installments of special assessments, including dues and assessments by means of deed restrictions and/or owners' owner's associations which accrue against the Building Property during the term of this Lease and legal fees incurred in connection with actions to reduce Lease; governmental levies or charges of any kind or nature assessed or imposed on the sameProperty, whether by state, county, city or any political subdivision thereof; and all insurance premiums Landlord is required to pay or deems necessary to pay, including fire and extended coverage, and rent loss and public liability insurance, with respect to the BuildingProperty. The term operating expenses does not include the following: expenses for repairs, restoration or other work occasioned by fire, wind, the elements or other casualty that are covered by insurance; income and franchise taxes of Landlord; expenses incurred in leasing to or procuring of tenants, leasing commissions, advertising expenses and expenses for the renovating of space for new tenants; interest or principal payments on any mortgage or other indebtedness of Landlord; compensation paid to any employee of Landlord above the grade of property manager; any depreciation allowance or expense; or operating expenses which are the responsibility of tenant. Notwithstanding anything to the foregoingcontrary contained in this Lease, operating expenses Operating Expenses shall not include any expenditure which must be capitalized for federal income tax purposesthe following: (1) Cost of repairs, except that operating expenses shall include the amortization of any such capital expenditures (except capital expenditures for improvements made to the Building without the consent of Tenantreplacements or other work occasioned by fire, windstorm or other casualty, or for restoration or repair the exercise of damage to governmental authorities of the Building caused by casualty) on a straight-line basis over the reasonably estimated useful liferight of eminent domain, at an amortization rate equal to the rate of Treasury Securities of comparable term, plus two percent (2%). Further, operating expenses shall not include: A. Taxes payable by reason of any "minimum assessment": or similar agreement to the extent exceeding the taxes which otherwise would be payable with respect to the property of which the Premises are a part; orreimbursed by insurance or condemnation proceeds. B. Special assessments levied (2) Leasing commissions, attorney's fees, costs, disbursements and other expenses incurred by Landlord or pending on the date of this Lease or levied for public improvements constructed its agents in connection with negotiations for leases with tenants, prospective tenants or other occupants of the initial construction Building, and similar costs incurred in connection with disputes with and/or enforcement of any leases with tenants, prospective tenants or other occupants of the Building. (3) Tenant allowances," "tenant concessions," workletters, and other costs or expenses (including but not limited to permit, license and inspection fees) incurred in completing, fixturing, furnishing, renovating or otherwise improving, decorating or redecorating space leased to tenants or other occupants of the Building, or vacant, leasable space in the Building (in either instance, excepting Common Areas), including space planning/interior design fees for same. (4) Depreciation and other "non-cash" expense items or amortization. (5) Costs of a capital nature, including, but not limited to, capital additions, capital improvements, capital alterations, capital replacements, capital equipment and capital tools, and/or capital redesign, all in accordance with generally accepted accounting principals, consistently applied. (6) Costs in connection with services (including but not limited to electricity), items or other benefits of a type which are not standard for the Building and which are not available to Tenant without specific charge therefor, but which are provided to another tenant or occupant of the Building, whether or not such other tenant or occupant is specifically charged therefor by Landlord. (7) Services, items and benefits for which Tenant or any other Tenant or occupant of the Building specifically reimburses Landlord (other than through its percentage share of Operating Expenses) or for which Tenant or any additional building; or C. Expenses of contesting taxes other tenant or the assessed value occupant of the property of which the Premises are a part in excess of the savings achieved in such contest; orBuilding wholly pays third persons. D. Operating expenses including taxes and installments of special assessments, insurance premiums and maintenance expenses attributable to the unimproved portion of the property of which the Premises are a part after the earlier of: (8) Penalties or interest charged for (i) the completion of construction of a second building thereon by Landlord and reduction of Tenant's proportionate share pursuant failure to the last sentence of Section 2.2 above (which shall be determined by reference to assessors worksheetspay equipment lease payments, insurance carrier rate calculations and ad valorem taxes and/or other available data); special assessments before they became delinquent or (ii) failure to promptly comply with laws related to the termination Building, but in either case, only if said penalties or expiration interest were not caused by Tenant. (9) Costs directly resulting from the negligence or willful misconduct of the Holding Period as described in Section 14.13 hereof; E. Management fees exceeding fifteen percent (15%) of other operating expenses except taxes and special assessments; or F. Expenses incurred by Landlord in satisfying Landlord, its obligations under Section 14.15 hereofemployees, agents and/or contractors.