Common use of Operating Expenses and Taxes Clause in Contracts

Operating Expenses and Taxes. 9.1. As used herein, the term “Operating Expenses” shall include all costs of any kind (excluding Taxes (as defined below)) paid or incurred by Landlord in connection with the operation or maintenance of the Building and the Project, which shall include Project office rent at fair market rental for a commercially reasonable amount of space for Project management personnel, to the extent an office used for Project operations is maintained at the Project, plus customary expenses for such office, and costs of repairs and replacements to improvements within the Project as appropriate to maintain the Project as required hereunder; costs of utilities furnished to the Common Areas (including surcharges); sewer fees; cable television; trash collection; cleaning, including windows; heating; ventilation; air-conditioning; maintenance of landscaping and grounds; maintenance of drives and parking areas; maintenance of the roof; security services and devices; building supplies; maintenance or replacement of equipment utilized for operation and maintenance of the Project; license, permit and inspection fees; sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Building or Project systems and equipment; telephone, postage, stationery supplies and other expenses incurred in connection with the operation, maintenance or repair of the Project; accounting, legal and other professional fees and expenses incurred in connection with the Project; costs of furniture, draperies, carpeting, landscaping, snow removal and other customary and ordinary items of personal property provided by Landlord for use in Common Areas or in the Project office; capital expenditures; costs of complying with Applicable Laws (except to the extent such costs are incurred to remedy non-compliance as of the Execution Date with Applicable Laws); costs to keep the Project in compliance with, or fees otherwise required under, any CC&Rs (as defined below); insurance premiums, including premiums for commercial general liability, property casualty, earthquake, terrorism and environmental coverages; portions of insured losses paid by Landlord as part of the deductible portion of a loss pursuant to the terms of insurance policies; service contracts; costs of services of independent contractors retained to do work of a nature referenced above; the Property Management Fee (as defined below); and costs of compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected with the day-to-day operation and maintenance of the Project, its equipment, the adjacent walks, landscaped areas, drives and parking areas, including janitors, floor waxers, window washers, watchmen, gardeners, sweepers, plow trucks and handymen. Notwithstanding the foregoing, Operating Expenses shall not include any leasing commissions; expenses that relate to preparation of rental space for a tenant; expenses of initial development and construction, including grading, paving, landscaping and decorating (as distinguished from maintenance, repair and replacement of the foregoing); legal expenses relating to other tenants; costs of repairs to the extent reimbursed by payment of insurance proceeds received by Landlord; interest upon loans to Landlord or secured by a mortgage or deed of trust covering the Project or a portion thereof (provided that interest upon a government assessment or improvement bond payable in installments shall constitute part of Taxes under Subsection 9.2); salaries of executive officers of Landlord; depreciation claimed by Landlord for tax purposes (provided that this exclusion of depreciation is not intended to delete from Operating Expenses actual costs of repairs and replacements and reasonable reserves in regard thereto that are provided for in the first paragraph of this Subsection 9.1); and Personal Obligation Taxes (as defined below). To the extent that Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses, Tenant shall pay Landlord (as Additional Rent outside of Operating Expenses within thirty (30) days of receiving an invoice from Landlord therefor) for such excess in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of any increase in Operating Expenses over Operating Expenses for the Base Year (such excess, together with Tenant’s Pro Rata Share of any increase in Operating Expenses over Operating Expenses for the Base Year, “Tenant’s Share”).

Operating Expenses and Taxes. 9.1(a) Definitions of Operating Expenses and Taxes. As “Operating Expenses,” as used herein, the term “Operating Expenses” shall include mean all reasonable expenses, costs and disbursements of any every kind (excluding Taxes (as defined below)) paid and nature relating to or incurred by Landlord or paid during any Operating Period in connection with the operation or ownership, operation, repair and maintenance of the Building Project, including, but not limited to, wages and salaries of all employees engaged in the operation, maintenance or security of the Project, which shall include Project office rent at fair market rental for whether billed directly or through a commercially reasonable amount of space for Project management personnel, to the extent an office used for Project operations is maintained at the Project, plus customary expenses for such office, and costs of repairs and replacements to improvements within the Project as appropriate to maintain the Project as required hereunder; costs of utilities furnished to the Common Areas (including surcharges); sewer fees; cable television; trash collection; cleaningcommon or master association, including windowstaxes, insurance and benefits relating thereto; heating; ventilation; air-conditioning; maintenance the cost of landscaping all labor, supplies, equipment, materials and grounds; maintenance of drives and parking areas; maintenance of tools used in the roof; security services and devices; building supplies; maintenance or replacement of equipment utilized for operation and maintenance of the Project; license, permit and inspection management fees; sales, use the cost of all legal and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Building or Project systems and equipment; telephone, postage, stationery supplies and other accounting expenses incurred in connection with the operation, maintenance or repair management and operation of the Project; accountingthe cost of all utilities for the Project, legal including, but not limited to, the cost of HVAC, water, sewer, waste disposal, gas, and electricity; the cost of all maintenance and service agreements for the Project, including but not limited to, security service, window cleaning, elevator maintenance and janitorial service; the cost of all insurance relating to the Project and Landlord’s personal property used in connection therewith, plus the cost of all commercially reasonable deductible payments made by Landlord in connection therewith; the cost of all license and permit fees; the cost of repairs, replacements, refurbishing, restoration and general maintenance; a reasonable amortization charge on account of any capital expenditure incurred in an effort (i) to comply with any Laws enacted after the Commencement Date, or (ii) to reduce the Operating Expenses of the Project (limited to the anticipated savings to be derived from said capital expenditure); costs billed to the Building, Project or Landlord through a declaration or any cross-easement agreement which encumbers the Project, or any declaration of condominium or other professional fees like instrument that encumbers any or all of the improvements on the Project; costs or assessments required to be paid by Landlord in connection with any community improvement district; and, all other items constituting operating and expenses incurred maintenance costs in connection with the Project; costs of furniture, draperies, carpeting, landscaping, snow removal and other customary and ordinary items of personal property provided by Landlord for use in Common Areas or in the Project office; capital expenditures; costs of complying with Applicable Laws according to generally accepted accounting principles (except to the extent such costs are incurred to remedy non-compliance as of the Execution Date with Applicable Laws“GAAP”); costs the cost of insurance endorsements in order to keep repair, replace and re-commission the Project in compliance with, or fees otherwise required under, Building for re-certification after any CC&Rs (as defined below); insurance premiums, including premiums for commercial general liability, property casualty, earthquake, terrorism and environmental coverages; portions of insured losses paid by Landlord as part of the deductible portion of a loss pursuant to the terms U.S. EPA’s ENERGY STAR® rating and/or Design to Earn ENERGY STAR, the Green Building Initiative’s Green Globes™ for Continual Improvement of insurance policies; service contracts; Existing Buildings (Green Globes™-CIEB), the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) rating system, or other applicable standard, or to support achieving energy and carbon reduction targets, and all costs of services of independent contractors retained maintaining, managing, reporting, commissioning, and re-commissioning the Building or any part thereof that was designed and/or built to do work of a nature referenced above; the Property Management Fee (as defined below); be sustainable and costs of compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected conform with the day-to-day operation U.S. EPA’s ENERGY STAR® rating and/or Design to Earn ENERGY STAR, the Green Building Initiative’s Green Globes™ for Continual Improvement of Existing Buildings (Green Globes™-CIEB), the U.S. Green Building Council’s Leadership in Energy and maintenance Environmental Design (LEED) rating system, or other applicable standard, provided however, the cost of such application, reporting and commissioning of the Project, its equipment, Building or any part thereof to seek certification shall be a cost capitalized and thereafter amortized as an Operating Expense under GAAP. Except as specifically provided in the adjacent walks, landscaped areas, drives and parking areas, including janitors, floor waxers, window washers, watchmen, gardeners, sweepers, plow trucks and handymen. Notwithstanding the foregoingimmediately preceding sentence, Operating Expenses shall not include any the following: (i) depreciation; (ii) leasing commissions; expenses (iii) repairs and restorations paid for by the proceeds of any insurance policy; (iv) construction of improvements or repairs of a capital nature other than as described above; (v) income and franchise taxes other than that relate portion, if any, of income and franchise taxes which may hereafter be assessed and paid in lieu of or as a substitute in whole or in part for Taxes; (vi) costs of utilities directly charged to preparation of rental space for a tenant; expenses of initial development and construction, including grading, paving, landscaping and decorating (as distinguished from maintenance, repair and replacement of the foregoing); legal expenses relating to reimbursed by Tenant or other tenants; costs of repairs (vii) management fees to the extent reimbursed by payment in excess of insurance proceeds received by Landlord; interest upon loans to Landlord or secured the greater of (A) four percent (4%) of the gross receipts collected for the Real Property, and (B) fees charged by a mortgage or deed majority of trust covering the Project or a portion thereof (provided that interest upon a government assessment or improvement bond payable in installments shall constitute part landlords of Taxes under Subsection 9.2); salaries of executive officers of Landlord; depreciation claimed by Landlord for tax purposes (provided that this exclusion of depreciation is not intended to delete from Operating Expenses actual costs of repairs and replacements and reasonable reserves in regard thereto that are provided for in the first paragraph of this Subsection 9.1); and Personal Obligation Taxes (as defined below). To the extent that Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses, Tenant shall pay Landlord (as Additional Rent outside of Operating Expenses within thirty (30) days of receiving an invoice from Landlord therefor) for such excess in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of any increase in Operating Expenses over Operating Expenses Comparable Buildings for the Base Year management of the Comparable Buildings; (such excessviii) wages, together salaries and benefits paid to any persons above the grade of property manager or chief engineer (or employees with Tenant’s Pro Rata Share equivalent responsibilities regardless of any increase in Operating Expenses over Operating Expenses for job title) and their immediate supervisor; (ix) legal and accounting fees, costs, settlements, judgments or awards relating to (A) disputes with tenants, prospective tenants or other occupants of the Base YearBuilding, “Tenant’s Share”).(B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building

Operating Expenses and Taxes. 9.1(a) Definitions of Operating Expenses and Taxes. As “Operating Expenses,” as used herein, the term “Operating Expenses” shall include mean all reasonable expenses, costs and disbursements of any every kind (excluding Taxes (as defined below)) paid and nature relating to or incurred by Landlord or paid during any Operating Period in connection with the operation or ownership, operation, repair and maintenance of the Building Project, including, but not limited to, wages and salaries of all employees engaged in the operation, maintenance or security of the Project, which shall include Project office rent at fair market rental for whether billed directly or through a commercially reasonable amount of space for Project management personnel, to the extent an office used for Project operations is maintained at the Project, plus customary expenses for such office, and costs of repairs and replacements to improvements within the Project as appropriate to maintain the Project as required hereunder; costs of utilities furnished to the Common Areas (including surcharges); sewer fees; cable television; trash collection; cleaningcommon or master association, including windowstaxes, insurance and benefits relating thereto; heating; ventilation; air-conditioning; maintenance the cost of landscaping all labor, supplies, equipment, materials and grounds; maintenance of drives and parking areas; maintenance of tools used in the roof; security services and devices; building supplies; maintenance or replacement of equipment utilized for operation and maintenance of the Project; license, permit and inspection management fees; sales, use the cost of all legal and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Building or Project systems and equipment; telephone, postage, stationery supplies and other accounting expenses incurred in connection with the operation, maintenance or repair management and operation of the Project; accountingthe cost of all utilities for the Project, legal including, but not limited to, the cost of HVAC, water, sewer, waste disposal, gas, and electricity; the cost of all maintenance and service agreements for the Project, including but not limited to, security service, window cleaning, elevator maintenance and janitorial service; the cost of all insurance relating to the Project and Landlord’s personal property used in connection therewith, plus the cost of all commercially reasonable deductible payments made by Landlord in connection therewith; the cost of all license and permit fees; the cost of repairs, replacements, refurbishing, restoration and general maintenance; a reasonable amortization charge on account of any capital expenditure incurred in an effort (i) to comply with any Laws enacted after the Commencement Date, or (ii) to reduce the Operating Expenses of the Project (limited to the anticipated savings to be derived from said capital expenditure); costs billed to the Building, Project or Landlord through a declaration or any cross-easement agreement which encumbers the Project, or any declaration of condominium or other professional fees like instrument that encumbers any or all of the improvements on the Project; costs or assessments required to be paid by Landlord in connection with any community improvement district; and, all other items constituting operating and expenses incurred maintenance costs in connection with the Project; costs of furniture, draperies, carpeting, landscaping, snow removal and other customary and ordinary items of personal property provided by Landlord for use in Common Areas or in the Project office; capital expenditures; costs of complying with Applicable Laws according to generally accepted accounting principles (except to the extent such costs are incurred to remedy non-compliance as of the Execution Date with Applicable Laws“GAAP”); costs the cost of insurance endorsements in order to keep repair, replace and re-commission the Project in compliance with, or fees otherwise required under, Building for re-certification after any CC&Rs (as defined below); insurance premiums, including premiums for commercial general liability, property casualty, earthquake, terrorism and environmental coverages; portions of insured losses paid by Landlord as part of the deductible portion of a loss pursuant to the terms U.S. EPA’s ENERGY STAR® rating and/or Design to Earn ENERGY STAR, the Green Building Initiative’s Green Globes™ for Continual Improvement of insurance policies; service contracts; Existing Buildings (Green Globes™-CIEB), the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) rating system, or other applicable standard, or to support achieving energy and carbon reduction targets, and all costs of services of independent contractors retained maintaining, managing, reporting, commissioning, and re- commissioning the Building or any part thereof that was designed and/or built to do work of a nature referenced above; the Property Management Fee (as defined below); be sustainable and costs of compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected conform with the day-to-day operation U.S. EPA’s ENERGY STAR® rating and/or Design to Earn ENERGY STAR, the Green Building Initiative’s Green Globes™ for Continual Improvement of Existing Buildings (Green Globes™-CIEB), the U.S. Green Building Council’s Leadership in Energy and maintenance Environmental Design (LEED) rating system, or other applicable standard, provided however, the cost of such application, reporting and commissioning of the Project, its equipment, Building or any part thereof to seek certification shall be a cost capitalized and thereafter amortized as an Operating Expense under GAAP. Except as specifically provided in the adjacent walks, landscaped areas, drives and parking areas, including janitors, floor waxers, window washers, watchmen, gardeners, sweepers, plow trucks and handymen. Notwithstanding the foregoingimmediately preceding sentence, Operating Expenses shall not include any the following: (i) depreciation; (ii) leasing commissions; expenses (iii) repairs and restorations paid for by the proceeds of any insurance policy; (iv) construction of improvements or repairs of a capital nature other than as described above; (v) income and franchise taxes other than that relate portion, if any, of income and franchise taxes which may hereafter be assessed and paid in lieu of or as a substitute in whole or in part for Taxes; (vi) costs of utilities directly charged to preparation of rental space for a tenant; expenses of initial development and construction, including grading, paving, landscaping and decorating (as distinguished from maintenance, repair and replacement of the foregoing); legal expenses relating to reimbursed by Tenant or other tenants; costs of repairs (vii) management fees to the extent reimbursed by payment in excess of insurance proceeds received by Landlord; interest upon loans to Landlord or secured the greater of (A) four percent (4%) of the gross receipts collected for the Real Property, and (B) fees charged by a mortgage majority of the landlords of the Comparable Buildings for the management of the Comparable Buildings; (viii) wages, salaries and benefits paid to any persons above the grade of property manager or deed chief engineer (or employees with equivalent responsibilities regardless of trust covering job title) and their immediate supervisor; (ix) legal and accounting fees, costs, settlements, judgments or awards relating to (A) disputes with tenants, prospective tenants or other occupants of the Project Building, (B) disputes with purchasers, prospective purchasers, mortgagees or a portion thereof (provided that interest upon a government assessment prospective mortgagees of the Building or improvement bond payable in installments shall constitute the Real Property or any part of Taxes under Subsection 9.2)either, or (C) negotiations of leases, contracts of sale or mortgages; salaries of executive officers of Landlord; depreciation claimed by Landlord for tax purposes (provided that this exclusion of depreciation is not intended to delete from Operating Expenses actual x) costs of repairs and replacements and reasonable reserves in regard thereto that are provided for in the first paragraph nature of this Subsection 9.1penalties or fines; (xi) except with respect to management fees (which are subject to (vii) above); and Personal Obligation Taxes (as defined below). To the extent , costs for services, supplies or repairs paid to any related entity in excess of costs that Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses, Tenant shall pay Landlord (as Additional Rent outside of Operating Expenses within thirty (30) days of receiving an invoice from Landlord therefor) for such excess in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of any increase in Operating Expenses over Operating Expenses for the Base Year (such excess, together with Tenant’s Pro Rata Share of any increase in Operating Expenses over Operating Expenses for the Base Year, “Tenant’s Share”).would

Operating Expenses and Taxes. 9.1(a) Definitions of Operating Expenses and Taxes. As “Operating Expenses,” as used herein, the term “Operating Expenses” shall include mean all expenses, costs and disbursements of any every kind (excluding Taxes (as defined below)) paid and nature relating to or incurred by Landlord or paid during any Operating Period in connection with the operation or ownership, operation, repair and maintenance of the Building Project, (which expenses are reasonably allocable or directly attributable to the Building), including, but not limited to, wages and salaries of all employees engaged in the operation, maintenance or security of the Project, which shall include Project office rent at fair market rental for whether billed directly or through a commercially reasonable amount of space for Project management personnel, to the extent an office used for Project operations is maintained at the Project, plus customary expenses for such office, and costs of repairs and replacements to improvements within the Project as appropriate to maintain the Project as required hereunder; costs of utilities furnished to the Common Areas (including surcharges); sewer fees; cable television; trash collection; cleaningcommon or master association, including windowstaxes, insurance and benefits relating thereto; heating; ventilation; air-conditioning; maintenance the cost of landscaping all labor, supplies, equipment, materials and grounds; maintenance of drives and parking areas; maintenance of tools used in the roof; security services and devices; building supplies; maintenance or replacement of equipment utilized for operation and maintenance of the Project; license, permit and inspection management fees; sales, use the cost of all legal and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Building or Project systems and equipment; telephone, postage, stationery supplies and other accounting expenses incurred in connection with the operation, maintenance or repair management and operation of the Project; accountingthe cost of all utilities for the Project, legal including, but not limited to, the cost of HVAC, water, sewer, waste disposal, gas, and electricity; the cost of all maintenance and service agreements for the Project, including, but not limited to, security service, window cleaning, elevator maintenance and janitorial service; the cost of all insurance relating to the Project and Landlord’s personal property used in connection therewith, plus the cost of all deductible payments made by Landlord in connection therewith; the cost of all license and permit fees; the cost of repairs, replacements, refurbishing, restoration and general maintenance; a reasonable amortization charge on account of any capital expenditure incurred in an effort (i) to comply with any Laws, or (ii) to reduce the Operating Expenses of the Project; costs billed to the Building, Project or Landlord through a declaration or any cross- easement agreement which encumbers the Project, or any declaration of condominium or other professional fees like instrument that encumbers any or all of the improvements on the Project; costs or assessments required to be paid by Landlord in connection with any community improvement district; and, all other items constituting operating and expenses incurred maintenance costs in connection with the Project; costs of furniture, draperies, carpeting, landscaping, snow removal and other customary and ordinary items of personal property provided by Landlord for use in Common Areas or in the Project office; capital expenditures; costs of complying with Applicable Laws according to generally accepted accounting principles (except to the extent such costs are incurred to remedy non-compliance as of the Execution Date with Applicable Laws“GAAP”); costs the cost of insurance endorsements in order to keep repair, replace and re- commission the Project in compliance with, or fees otherwise required under, Building for re-certification after any CC&Rs (as defined below); insurance premiums, including premiums for commercial general liability, property casualty, earthquake, terrorism and environmental coverages; portions of insured losses paid by Landlord as part of the deductible portion of a loss pursuant to the terms U.S. EPA’s ENERGY STAR® rating and/or Design to Earn ENERGY STAR, the Green Building Initiative’s Green Globes™ for Continual Improvement of insurance policies; service contracts; Existing Buildings (Green Globes™-CIEB), the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) rating system, or other applicable standard, or to support achieving energy and carbon reduction targets, and all costs of services of independent contractors retained maintaining, managing, reporting, commissioning, and re-commissioning the Building or any part thereof that was designed and/or built to do work of a nature referenced above; the Property Management Fee (as defined below); be sustainable and costs of compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected conform with the day-to-day operation U.S. EPA’s ENERGY STAR® rating and/or Design to Earn ENERGY STAR, the Green Building Initiative’s Green Globes™ for Continual Improvement of Existing Buildings (Green Globes™-CIEB), the U.S. Green Building Council’s Leadership in Energy and maintenance Environmental Design (LEED) rating system, or other applicable standard, provided however, the cost of such application, reporting and commissioning of the Project, its equipment, Building or any part thereof to seek certification shall be a cost capitalized and thereafter amortized as an Operating Expense under GAAP. Except as specifically provided in the adjacent walks, landscaped areas, drives and parking areas, including janitors, floor waxers, window washers, watchmen, gardeners, sweepers, plow trucks and handymen. Notwithstanding the foregoingimmediately preceding sentence, Operating Expenses shall not include any the following: (i) depreciation, (ii) leasing commissions; expenses , (iii) repairs and restorations paid for by the proceeds of any insurance policy, (iv) construction of improvements of a capital nature, (v) income and franchise taxes other than that relate portion, if any, of income and franchise taxes which may hereafter be assessed and paid in lieu of or as a substitute in whole or in part for Taxes, or (vi) costs of utilities directly charged to preparation of rental space for a tenant; expenses of initial development and construction, including grading, paving, landscaping and decorating (as distinguished from maintenance, repair and replacement of the foregoing); legal expenses relating to reimbursed by Tenant or other tenants; costs of repairs to the extent reimbursed by payment of insurance proceeds received by Landlord; interest . “Taxes,” as used herein, means all ad valorem taxes, personal property taxes, and all other taxes, assessments, and all other similar charges, if any, which are levied, assessed, or imposed upon loans to Landlord or secured by become due and payable in connection with, or a mortgage or deed of trust covering lien upon, the Project or a any portion thereof (provided or facilities used in connection therewith, and all taxes of whatsoever nature that interest upon are imposed in substitution for or in lieu of any of the taxes, assessments, or other charges included in this definition of Taxes, such as taxes paid through a government assessment or improvement bond payable in installments shall constitute private agreement with respect to the Property as a part of Taxes under Subsection 9.2); salaries of executive officers of Landlord; depreciation claimed or in connection with an inducement resolution with a development authority and all costs, expenses and fees associated by Landlord in connection with that inducement resolution and transaction involving a development authority, but excluding, however, taxes and assessments attributable to the personal property of tenants and paid by such tenants as a separate charge. Without limiting the generality of the foregoing and notwithstanding anything contained in this Lease to the contrary, Taxes shall include the tax (sometimes referred to as business, margin or franchise tax) enacted by House Bxxx 3 as passed during the 3rd called session of the Texas Legislature in 2006, which has been codified in Chapter 171, Texas Tax Code, and any supplements, replacements, additions or other modifications thereto. In the event Landlord shall retain any consultant to negotiate the amount of taxes, tax rate, assessed value or other factors influencing the amount of Taxes, then the aggregate of all such reasonable third-party fees (including, without limitation, reasonable attorneys’ and appraisers’ fees) and all disbursements, court costs and other items paid or incurred by Landlord during the applicable tax year with respect to such proceedings shall be included in Taxes. Tenant shall not institute any proceedings with respect to the assessed valuation of the Building, Project, or the Property or any part thereof for the purpose of seeking or securing a tax purposes reduction. TENANT HEREBY WAIVES ALL RIGHTS TO PROTEST THE APPRAISED VALUE OF THE PROPERTY OR TO APPEAL THE SAME AND ALL RIGHTS TO RECEIVE NOTICES OF REAPPRAISALS AS SET FORTH IN SECTIONS 41.413 AND 42.015 OF THE TEXAS TAX CODE. If a rental tax, gross receipts tax or sales tax on Rent is imposed on Landlord by any Governmental Authority, Tenant shall, as additional Rent, reimburse Landlord, at the same time as each monthly payment of Base Rent is due, an amount equal to all such taxes Landlord is required to pay by reason of the Rent paid hereunder. If less than one hundred percent (provided that this exclusion 100%) of depreciation the Rentable Area of the Building is not intended to delete from actually occupied during any Operating Period, Operating Expenses actual costs of repairs and replacements and reasonable reserves in regard thereto shall be the amount that are provided for in the first paragraph of this Subsection 9.1); and Personal Obligation Taxes (as defined below). To the extent that Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses, Tenant shall pay Landlord (as Additional Rent outside of such Operating Expenses within thirty (30) days of receiving an invoice from Landlord therefor) would have been for such excess in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share Operating Period had one hundred percent (100%) of any increase in the Rentable Area of the Building been occupied during all such Operating Expenses over Operating Expenses for the Base Year (such excessPeriod, together with Tenant’s Pro Rata Share of any increase in Operating Expenses over Operating Expenses for the Base Year, “Tenant’s Share”)as determined by Landlord.

Operating Expenses and Taxes. 9.1. As used hereinOperating Expnses shall be defined as all reasonable expenses, the term “Operating Expenses” costs, and dispursements of every kind and nature which Landlord shall include all costs of any kind (excluding Taxes (as defined below)) paid pay or incurred by Landlord become obligated to pay in connection with the operation or maintenance amd mainternance of the Building Project and the ProjectLand and the provison of Landlord services, which shall include Project office rent at fair market rental for a commercially reasonable amount exclusive of space for Project management personnel, to the extent an office used for Project operations is maintained at the Project, plus customary expenses for such office, and (i) costs of repairs redecorating, repair and replacements other services which are not provided on a regular basis to improvements within the Project as appropriate to maintain the Project as required hereunder; costs of utilities furnished to the Common Areas (including surcharges); sewer fees; cable television; trash collection; cleaning, including windows; heating; ventilation; air-conditioning; maintenance of landscaping and grounds; maintenance of drives and parking areas; maintenance tenants of the roof; security services Complex or for which Landlord is entitled to be paid by specific tenants and devices; building supplies; maintenance or replacement of equipment utilized for operation others, (ii) wages, salaries and maintenance fees to personell of the Project; licenseLandlord above the level of Project Director, permit (iii) replacement or contingiency reserves, (iv) casualty and inspection fees; saleslosses, use (v) eminent domain takings, (vi) ground lease (other than for parking or services provided to all tenants), (vii) charges for depreciation and excise amortization, (viii) principal and interest on indebtedness and obligations with respect to equity interests, (ix) income, excess profit, franchise and similar taxes, (x) real estate taxes on goods and services purchased by Landlord in connection with the operationassesments, maintenance or repair of the Building or Project systems and equipment; telephone(xi) leasing commissions, postage, stationery supplies (xii) promotional advertising and other public relations expenses incurred in connection with the operationrelated to leasing, maintenance or repair of the Project; accounting, (xiii) legal and other professional fees relating to leasing, financing and expenses incurred other services realting to the development of the project, and (xiv) judgements, amounts paid in connection with the Project; settlement and other legal or extraordinary costs of furnitureLandlord (including, draperieswithout limitation, carpetingunder environmental laws), landscaping(xv) captial items not resoanbly allowable per Generally Accepted Accounting Principles (GAAP). Taxes shall be defined as all real estate taxes and assesment imposed on the Complex, snow removal and other customary and ordinary items the Building or the Land. If with respect to: (a) any Calendar Year, the Operating Expenses exceed the Operating Expense Base or (b) any Calendar Year, Taxes exceed the Tax Base (whether as the result of personal property provided by Landlord for use an increase in Common Areas rate or assessment or both), Tenant shall pay to Landlord, Tenant's Share, based upon Rentable Square Feet in the Project office; capital expenditures; costs of complying with Applicable Laws (except to the extent such costs are incurred to remedy non-compliance Premises expressed as a percentage of the Execution Date Rentable Square Feet in the Complex (and which will therefore will not vary with Applicable Lawschanging occupancy levels); costs to keep the Project in compliance with, or fees otherwise required under, any CC&Rs (as defined below); insurance premiums, including premiums for commercial general liability, property casualty, earthquake, terrorism and environmental coverages; portions of insured losses paid by Landlord as part of the deductible portion amount of a loss pursuant to each such excess (the terms of insurance policies; service contracts; costs of services of independent contractors retained to do work of a nature referenced above; the Property Management Fee ("Tenant's Tax and Expense Overage") as defined below); and costs of compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected with the day-to-day operation and maintenance of the Project, its equipment, the adjacent walks, landscaped areas, drives and parking areas, including janitors, floor waxers, window washers, watchmen, gardeners, sweepers, plow trucks and handymen. Notwithstanding the foregoing, Operating Expenses shall not include any leasing commissions; expenses that relate to preparation of rental space for a tenant; expenses of initial development and construction, including grading, paving, landscaping and decorating (as distinguished from maintenance, repair and replacement of the foregoing); legal expenses relating to other tenants; costs of repairs to the extent reimbursed by payment of insurance proceeds received by Landlord; interest upon loans to Landlord or secured by a mortgage or deed of trust covering the Project or a portion thereof (provided that interest upon a government assessment or improvement bond payable in installments shall constitute part of Taxes under Subsection 9.2); salaries of executive officers of Landlord; depreciation claimed by Landlord for tax purposes (provided that this exclusion of depreciation is not intended to delete from Operating Expenses actual costs of repairs and replacements and reasonable reserves in regard thereto that are provided for set forth in the first paragraph of this Subsection 9.1); Tax and Personal Obligation Taxes Operating Expense Statement (as defined below). To Notwithstanding anything to the extent that contrary set forth herein, the first payment by Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses, Tenant shall pay Landlord (as Additional Rent outside of with respect to Taxes and Operating Expenses within thirty (30) days shall be made in connection with the Tax and Operating Expense Statement due as of receiving an invoice from Landlord therefor) for such excess in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of any January 31, 2000, and shall be based upon the increase in Taxes and Operating Expenses over Calendar Year 1999. In no event shall Tenant be obligated to make any payments with respect to Operating Expenses for or Taxes until the Base Year expiration of the first twelve (such excess, together with Tenant’s Pro Rata Share 12) full calendar months of any increase in Operating Expenses over Operating Expenses for the Base Year, “Tenant’s Share”)Intitial Term.