Common use of Definition of Operating Expenses Clause in Contracts

Definition of Operating Expenses. Tenant shall pay to Landlord its Pro Rata Share of all Operating Expenses as Additional Rent. The term "Operating 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 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 Project by Landlord and/or Landlord's property manager; a property management fee, in lieu of all other costs of accounting, auditing, billing, postage, salaries and benefits for clerical and supervisory employees, whether located on the Project or off-site, payroll taxes and legal and accounting costs and all fees, incurred in connection with the operation and management of the Project in the amount of three percent (3%) of the Base Rent; security services for any portion of the Project, if and to the extent, in Landlord's sole discretion, such services are provided by Landlord and are not duplicative of those provided by Tenant; any and all levies, charges, fees and/or assessments payable to any applicable owner's association or similar body or in connection with the utilization of parking and/or driveways through the Adjacent Park; and the costs of removing or otherwise remediating Hazardous Materials brought on or about the Common Areas by a Midnight Dumper (as defined in Section 29.2.4), which are not covered by pollution insurance carried by the Landlord.

Definition of Operating Expenses. Tenant shall pay to Landlord its Pro Rata Share of all Operating Expenses as Additional Rent. The term "Operating Expenses" as used herein shall mean the total amounts -------------------------------- includes all expenses incurred by Landlord in connection with the ownershipby, 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 and operation of the Building and all Landlord's personal property used in connection therewith, including, but not limited to, the following: (1) maintenance, repair and replacement costs; (2) electricity, fuel, water, sewer, gas and other utility charges; (3) security, window washing, janitorial services, trash and snow removal; (4) landscaping and pest control; (5) management fees, wages and fringe benefits payable to employees of Landlord's costs , or of operatingany management agent of Landlord whose duties are directly connected with the operation and maintenance of the Building; (6) all services, maintainingsupplies, repairing repairs, replacements or replacing other expenses for maintaining and operating the Facilities Building or Project including parking or common areas; (7) the cost, including interest, amortized over its useful life, of any capital improvement made to the Building by Landlord after the date of this Agreement which is required under any governmental law or regulation that was not applicable to the Building at the time it was constructed; (8) the cost, including interest, amortized over its useful life, of installation of any device or other equipment designed to improve the operating efficiency of any system within the Building, but limited to the amount of any actual operating efficiencies; (9) all other expenses which would generally be regarded as operating and maintenance expenses which would reasonably be amortized over a period not to exceed five years; (10) all real property and personal property taxes and installments of special assessments, including dues and assessments by means of deed restrictions and/or owners' associations which accrue against the Common AreasBuilding during the Term of this Agreement and federal, state and local taxes or charges assessed against the Building, whether special, general or extraordinary (except for Income or franchise taxes applicable against Landlord); (11) all insurance premiums Landlord is required to pay or deems necessary to pay, including, without limitation (a) annual insurance premium(s) for limitation, public liability insurance insurance, with respect to the Common Areas and (b) supplies, materials, equipment, rental equipment and other similar itemsBuilding; 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; all Building services costs, and (iii13) 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 reasonable allocation of (a) modifications and/or new improvements to any a 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; such costs, expenses, taxes, assessments and (c) new improvements premiums which relate to the Project that reduce operating costs as a whole and are not specifically allocated to any building within the Project. The term Operating Expenses does not include the following: (1) repairs, restoration or improve life/safety conditionsother work occasioned by fire, all wind, the elements or other casualty; (2) income and franchise taxes of Landlord; (3) expenses incurred in leasing to or procuring of tenants, leasing commissions, advertising expenses and expenses for the foregoing as reasonably determined by renovating of space for new tenants; (4) interest or principal payments on any mortgage or other indebtedness of Landlord, in its sole but reasonable discretion; Fees for business licenses required in connection with (5) compensation paid to any employee of Landlord above the ownership and operation grade of the Project by Landlord and/or Landlord's property manager; a property management fee, in lieu (6) any depreciation allowance or expenses; or (7) operating expenses which are the responsibility of all Tenant or any other costs of accounting, auditing, billing, postage, salaries and benefits for clerical and supervisory employees, whether located on the Project or off-site, payroll taxes and legal and accounting costs and all fees, incurred in connection with the operation and management of the Project Tenant in the amount of three percent (3%) of the Base Rent; security services for any portion of the Project, if and to the extent, in Landlord's sole discretion, such services are provided by Landlord and are not duplicative of those provided by Tenant; any and all levies, charges, fees and/or assessments payable to any applicable owner's association or similar body or in connection with the utilization of parking and/or driveways through the Adjacent Park; and the costs of removing or otherwise remediating Hazardous Materials brought on or about the Common Areas by a Midnight Dumper (as defined in Section 29.2.4), which are not covered by pollution insurance carried by the Landlordbuilding.

Definition of Operating Expenses. Tenant shall pay to Landlord its Pro Rata Share of all Operating Expenses as Additional Rent. The term "Operating Expenses" as used herein shall mean the total amounts cost and expenses paid or incurred by Landlord in connection with the ownership, management, maintenanceoperation, maintenance and 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 following: Landlord's costs of operating, maintaining, repairing or replacing the Facilities and the Common AreasPremises, including, without limitation (a) annual insurance premium(s) for liability insurance with respect to the Common Areas and (b) supplieslimitation, materials, equipment, rental equipment and other similar items; and Landlord's premiums for (i) pollution coverage insurancejanitorial, maintenance, and other service contracts; (ii) rental value insurance against loss of Rent for a period of not less than twelve (12) months commencing on the date of lossmaterials, supplies, equipment, and tools; (iii) the cost of landscape maintenance and the replacement of plants, trees, and vegetation; (iv) the cost of maintenance, replacement, and repairs to the Premises; (v) license, permit, and inspection fees; (vi) all inspections and testing of the Premises (except voluntary Phase II environmental inspections which are unrelated to Tenant's occupancy, Phase I environmental inspections which may be required by Landlord's lender, or repointing of the bricks on the exterior of the Premises); (vii) wages, salaries, employee benefits and payroll costs of Landlord's employees in or serving the Premises (excluding such costs of personnel above the rank of project manager); (viii) the reasonable fees, charges and other costs, of independent contractors engaged by Landlord to perform work that is otherwise an Operating Expense; (ix) a management fee equal to four percent (4%) of the Minimum Rent each Lease Year which shall be paid to Landlord for its services as a manager; (x) the cost of capital improvements or replacements capitalized for federal income tax purposes (amortized over the useful life of the improvement, as determined for federal income tax purposes, together with interest on the unamortized balance at the rate paid by Landlord on funds borrowed for the purpose of constructing such capital improvements) made to the Premises in response to Tenant's requests for additional services or improvements (so long as Tenant shall have given its prior written approval to such capital improvement, which approval shall not be unreasonably withheld) or occasioned by newly enacted Government Requirements as set forth in subsections (b) and (c) of Section 8.8, (xi) the cost of contesting the validity or applicability of any Government Requirements described in Section 8.7 or 8.8(b), and (xii) insurance premiums and the deductible portion on any claim for all insurance obtained by Landlord that is not duplicative of insurance that Tenant is required to carry for the Premises pursuant to to, and calculated in accordance with, 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 Project by Landlord and/or Landlord's property manager; a property management fee, in lieu of all other costs of accounting, auditing, billing, postage, salaries and benefits for clerical and supervisory employees, whether located on the Project or off-site, payroll taxes and legal and accounting costs and all fees, incurred in connection with the operation and management of the Project in the amount of three percent (3%) of the Base Rent; security services for any portion of the Project, if and to the extent, in Landlord's sole discretion, such services are provided by Landlord and are not duplicative of those provided by Tenant; any and all levies, charges, fees and/or assessments payable to any applicable owner's association or similar body or in connection with the utilization of parking and/or driveways through the Adjacent Park; and the costs of removing or otherwise remediating Hazardous Materials brought on or about the Common Areas by a Midnight Dumper (as defined in Section 29.2.4), which are not covered by pollution insurance carried by the Landlord10.2.

Definition of Operating Expenses. Tenant shall pay to Landlord its Pro Rata Share of all Operating Expenses as Additional Rent. The term "Operating Expenses" means all costs and expenses incurred by Landlord or Landlord's Agents in connection with the operation of the Project, including, but not limited to, the following: repair, replacement and maintenance of the roof, (but only to the extent that repairs, maintenance or replacements are due to the acts, negligence or willful misconduct of Tenant or its employees, agents, representatives and contractors), periodic painting of the buildings in the Project, periodic cleaning of the exterior windows of the buildings in the Project, landscaping services, outside pest control, normal maintenance, repair and replacement of the HVAC through maintenance contracts or otherwise (but not including repair, replacement or maintenance of any specialized HVAC exclusively serving the Premises, unless Landlord elects to maintain the same pursuant to Section 9.1), sweeping, maintenance services, repairs to and replacement of asphalt paving [amortized with interest at the rate of ten percent (10%) over the lesser of useful life, ten (10) years or the period of time employed by Landlord for federal income tax purposes], bumpers, striping, light bulbs, light standards, monument and directional signs and lighting systems, perimeter walls, retaining walls, sidewalks, planters, landscaping and sprinkler system in planting area, any and all assessments levied against the Project pursuant to the Restrictions, water, electrical and other utility services supplied to tenants, removal of trash, rubbish and other refuse from the Project, cleaning of and replacement of signs of the Project, including relamping, replacements and repairs made as required; repair, operation and maintenance of the Common Area, including, but not limited to, removal of any obstructions not reasonably required for the Common Area uses, prohibition and removal of the sale or display of merchandise or the storing of materials and/or equipment in the Common Area, and payment of all electrical, water and other utility charges or fees for services furnished to the Common Area; obtaining and maintaining public liability, property damage and other forms of first party insurance which Landlord may or is required to maintain in connection with the Project (including the payment of any deductibles thereunder); personal property taxes; fees for required licenses and permits; costs incurred in connection with compliance of any laws or changes in laws applicable to the Project [amortized with interest at the rate of ten percent (10%) over the lesser of ten (10) years or the period of time employed by Landlord for federal income tax purposes], including, without limitation, any laws or changes in laws regarding Hazardous Materials; establishment of reasonable reserves for replacement and/or repair of Common Area improvements, equipment and supplies; employment of such personnel as Landlord may deem reasonably necessary, if any, to direct parking and police the Common Area and facilities; depreciation or rental costs of machinery and equipment used herein in connection with the maintenance and operation of the Common Area; service agreement on equipment used in connection with maintenance and operation of the Common Area; employment of personnel used in connection with any of the foregoing (but only to the extent that such personnel perform work related to the Project) at commercially reasonable compensation levels, including, but not limited to, payment or provision for unemployment insurance, workers' compensation insurance and other employee costs; the cost of bookkeeping, accounting and auditing and legal services provided in connection with any of the foregoing; the cost of any environmental consultant or other services used in connection with Landlord's monitoring of the Project with respect to Hazardous Materials; the cost of any tax, insurance or other consultant utilized in connection with the Project; any other items reasonably necessary from time to time to properly repair, replace, maintain and operate the Project; and any interest in connection therewith. Operating Expenses shall mean also include a management fee to cover Landlord's management, overhead and administrative expenses (not to exceed 3% of base rent for the total amounts Project); provided, however, if Landlord elects to delegate its duties hereunder to a professional property manager, then Operating Expenses shall not include any management fee to Landlord (except for any costs and/or administrative and overhead expenses reasonably incurred by Landlord in connection with monitoring and auditing the ownershipperformance delegated to the professional property manager), management, but under such circumstances any reasonable amounts paid to the professional property manager shall be added to and deemed a part of Operating Expenses (not to exceed 3% of base rent for the Project). If Landlord elects to perform any maintenance, replacement or repair herein described in conjunction with properties other than the Project, and operation of if a common maintenance contractor is contracted with for such purpose, 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 contract amount allocable to the following: Landlord's costs of operatingProject, 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 shall be added to and operation deemed a part of the Project by Landlord and/or Landlord's property manager; a property management fee, in lieu of all other costs of accounting, auditing, billing, postage, salaries and benefits for clerical and supervisory employees, whether located on the Project or off-site, payroll taxes and legal and accounting costs and all fees, incurred in connection with the operation and management of the Project in the amount of three percent (3%) of the Base Rent; security services for any portion of the Project, if and to the extent, in Landlord's sole discretion, such services are provided by Landlord and are not duplicative of those provided by Tenant; any and all levies, charges, fees and/or assessments payable to any applicable owner's association or similar body or in connection with the utilization of parking and/or driveways through the Adjacent Park; and the costs of removing or otherwise remediating Hazardous Materials brought on or about the Common Areas by a Midnight Dumper (as defined in Section 29.2.4), which are not covered by pollution insurance carried by the LandlordOperating Expenses hereunder.

Definition of Operating Expenses. Tenant shall pay to Landlord its Pro Rata Share of all Operating Expenses as Additional Rent. The term "Operating Expenses" shall be defined 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 those reasonable expenses incurred by Landlord with respect to the following: Landlord's repair, alteration, improvement, replacement, operation, management and maintenance of the Premises, the Building (including any vacant space and space leased to other tenants in the Building), the Common Areas and the Parking Facilities, in accordance with accepted principles of sound accounting practice as applied to the operation, management, maintenance and security of a first-class office building, which costs shall include, without limitation, utilities (except sub-metered or allocated utility charges billed separately to any tenant); elevators; plumbing; electrical; ventilating; heating; air-conditioning; roof; exterior walls; floor slabs; waste and refuse disposal; water and sewer charges; repair and maintenance; landscaping services; costs of janitorial, window washing, security and other services and maintenance contracts therefor; supplies, materials, equipment and tools; compensation and all fringe benefits, worker's compensation insurance premiums and payroll taxes paid to, for, or with respect to, all persons engaged in the operating, maintaining, repairing or replacing cleaning of the Facilities Premises, the Building, the Common Areas and the Parking Facilities; compliance with all environmental laws or laws relating to "Hazardous Substances" (as defined below) or any directive, regulation, order or judgment pursuant thereto; glass replacement; maintenance of ceiling light-fixtures and replacement of light bulbs and tubes therefor; management fees at reasonable rates, not to exceed 5% of gross revenues, consistent with the type of occupancy and the service rendered (applicable whether the Building is managed by Landlord or an affiliate of Landlord, or managed for Landlord by a property management company); amortization or rental of personal property used in maintenance or repair; all costs required by a governmental entity for energy conservation, life safety or other purposes or made by Landlord to reduce operating expenses; insurance, including fire and extended coverage, all risk public liability and property damage, rental abatement insurance (including one year's Basic Rent and property taxes for all tenants in the Building), war risk insurance, earthquake insurance and such other insurance as may otherwise be required by the first mortgagee of the Building or by Landlord in the exercise of its discretion; the cost of any capital improvements made to the Building after completion of its construction as a labor-saving device or to effect other economies in the operation or maintenance of the Building, or made to the Building after the date of this lease that are required under any governmental law or regulation that was not applicable to the Building at the time that permits for the construction thereof were obtained, such costs to be amortized over such reasonable period as Landlord shall determine, together with interest on the unamortized balance at a market rate; costs and upkeep of the Common Areas, includingincluding loading platforms, without limitation (a) annual insurance premium(s) for liability insurance with respect to the Common Areas and (b) supplieswashrooms, materialslounges, equipment, rental equipment shelters and other similar itemsfacilities available for the common use of tenants, employees, invitees and the public; gross receipts taxes (whether assessed against Landlord or assessed against Tenant, 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 collected by Landlord, in its sole but reasonable discretionor both); Fees for business licenses required in connection with the ownership "property taxes" as hereinafter defined, and operation of the Project by Landlord and/or Landlord's property manager; a property management fee, in lieu of all other costs of accounting, auditing, billing, postage, salaries and benefits for clerical and supervisory employees, whether located on the Project or off-site, payroll taxes and legal and accounting costs and all fees, incurred in connection with charges directly related to the operation and management maintenance of the Project Premises, the Building and the Parking Facilities, but excluding the cost of constructing any tenant improvements initially. Any of the services which may be included in the amount of three percent (3%) computation of the Base Rent; security services Operating Expenses may be performed by subsidiaries or affiliates of Landlord, provided that the contracts for any portion the performance of the Project, if and to the extent, in Landlord's sole discretion, such services are provided by Landlord shall be competitive with similar contracts and are not duplicative transactions with unaffiliated entities for the performance of those provided by Tenant; any and all levies, charges, fees and/or assessments payable to any applicable owner's association or similar body or such services in connection with comparable buildings within the utilization of parking and/or driveways through governmental jurisdiction wherein the Adjacent Park; and the costs of removing or otherwise remediating Hazardous Materials brought on or about the Common Areas by a Midnight Dumper (as defined in Section 29.2.4), which are not covered by pollution insurance carried by the LandlordBuilding is located.

Definition of Operating Expenses. Tenant As used in this Lease, the term "OPERATING EXPENSES" shall pay to Landlord its Pro Rata Share consist of all costs and expenses of operation and maintenance of the Building, the Common Areas and the Site, as determined by standard accounting practices, calculated assuming (i) the Building is one hundred percent (100%) occupied, (ii) the Building is fully assessed (reflecting the acquisition of the Building by Landlord) and fully completed as of the Commencement Date, and (iii) all tenants are paying full rent, disregarding free rent or any reduced rent. Operating Expenses shall include the following costs by way of illustration but not limitation: (a) Real Property Taxes and Assessments (as Additional Rent. The term "Operating Expenses" as used herein shall mean defined in Section 4.5 below) and any taxes or assessments imposed in lieu thereof; (b) any and all assessments imposed with respect to the total amounts incurred Building, Common Areas, and/or Site pursuant to any covenants, conditions and restrictions affecting the Site, Common Areas or Building; (c) water and sewer charges and the costs of electricity, heating, ventilating, air conditioning and other utilities; (d) utilities surcharges and any other costs, levies or assessments resulting from statutes or regulations promulgated by Landlord any government authority in connection with the ownership, management, maintenance, repair and operation use or occupancy of the Building or the Premises or the parking facilities serving the Building or the Premises; (e) costs of insurance obtained by Landlord pursuant to Section 21 of this Lease; (f) waste disposal 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, janitorial services; (g) security; (h) costs incurred by Landlord with respect to in the following: Landlord's costs management of operatingthe Site, maintaining, repairing or replacing the Facilities Building and the Common Areas, including, without limitation limitation: (a1) annual insurance premium(ssupplies, (2) for liability insurance with respect to wages and salaries (and payroll taxes and similar governmental charges related thereto) of employees used in the operation and maintenance of the Site, Building and Common Areas Areas, and (b3) a management/administrative fee not to exceed five percent (5%) of the annual gross receipts of the Project; (i) supplies, materials, equipment, rental equipment and other similar items; and Landlord's premiums for (i) pollution coverage insurancetools; (iij) rental value insurance against loss repair and maintenance of Rent for a period the elevators and the structural portions of not less than twelve (12) months commencing on the date of lossBuilding, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (iiik) 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 maintenance, 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 Project by Landlord and/or Landlord's property manager; a property management fee, in lieu upkeep of all other costs of accounting, auditing, billing, postage, salaries parking and benefits for clerical and supervisory employees, whether located Common Areas: (l) amortization on a straight-line basis over the Project or off-site, payroll taxes and legal and accounting costs and all fees, incurred in connection useful life together with interest at the operation and management of the Project in the amount of three percent (3%) of the Base Rent; security services for any portion of the Project, if and to the extent, in Landlord's sole discretion, such services are provided by Landlord and are not duplicative of those provided by Tenant; any and all levies, charges, fees and/or assessments payable to any applicable owner's association or similar body or in connection with the utilization of parking and/or driveways through the Adjacent Park; and the costs of removing or otherwise remediating Hazardous Materials brought on or about the Common Areas by a Midnight Dumper Interest Rate (as defined in Section 29.2.4)1.14 of the Summary of this Lease) on the unamortized balance of all costs of a capital nature (including, which are not covered by pollution insurance carried by the Landlord.without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools):

Definition of Operating Expenses. Tenant shall pay to Landlord its Pro Rata Share of all Operating Expenses as Additional Rent. The term As used in this Lease, -------------------------------- "Operating Expenses" shall consist of all direct costs incurred by Landlord during the Term for the operation, management, maintenance and repair (to the extent that Landlord has the obligation under this Lease to maintain or repair such) of the Building, the Parking Structure, the Outside Areas, and other portions of the Premises, including the following costs by way of illustration, but not limitation: the percentage of charges assessed against the Premises pursuant to any covenants, conditions and restrictions, reciprocal easement agreements or similar restrictions and agreement now or hereafter affecting the Premises; Real Property Taxes (as used herein shall mean defined below) and any taxes and assessments hereafter imposed in lieu thereof; rent taxes, gross receipt taxes (whether assessed against Landlord or assessed against Tenant and paid by Landlord, or both) and water and sewer charges; accounting, legal and other consulting fees; any transportation or traffic fee, assessments, tax, tariff, charge, or other payment imposed on Landlord by any governmental authority having jurisdiction relating to the total amounts incurred Premises, or imposed by Landlord in connection with the ownership, management, maintenance, repair and operation of any transportation or traffic plan or program relating to the Premises and as mandated by any governmental authority having jurisdiction; premiums for commercial liability insurance covering the Common Areas except Premises; premiums for the exclusions set forth in Section 8.2.3 below. Operating Expenses may include"Special Form" or similar property insurance (and, but are not limited to, costs incurred by Landlord with respect to the following: at Landlord's costs of operatingoption, maintainingflood and earthquake insurance) on the Building, 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 Parking Structure and other similar itemsimprovements within the Premises; and Landlord's premiums for (i) pollution coverage insurance; (ii) rental value insurance against loss of Rent rents for a period of not less than twelve (12) months commencing on from the date of the loss; (iii) all premiums for any other insurance obtained by Landlord that is not duplicative of insurance that Tenant is required to carry pursuant to Section 14.1.2deems reasonably necessary; Insurance deductible amounts deductibles paid under any policy of insurance to the extent relating to the Common Areas and/or Facilities located thereonpolicies maintained by Landlord; Landlord's security costs; labor costs; costs of (a) modifications and/or new improvements to any portion of utilities and utilities surcharges; costs levied, assessed, or imposed by, or at the Project occasioned direction of, or resulting from statutes or regulations or interpretations thereof, promulgated 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 federal, state, regional, municipal 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 local government authority in connection with the ownership and operation use or occupancy of the Project Premises; the cost (amortized over such reasonable period as Landlord shall determine together with interest at the maximum rate allowed by law on the unamortized balance) of any capital improvements, repairs or replacements made to the Building, the Parking Structure, the Outside Areas or other improvements within the Premises by Landlord and/or Landlord's property manager(to the extent that Landlord has the obligation under this Lease to make such improvements, repairs or replacements) or replacement of any equipment in the Building, Parking Structure or Outside Areas (to the extent that Landlord has the obligation under this Lease to replace such equipment) for any reason whatsoever, including, without limitation, capital improvements, repairs or replacements made to the Building, the Parking Structure the Outside Areas or other improvements within the Premises (A) needed to operate the same at the same quality levels as prior to replacement, (B) required by revisions to or governmental interpretations of any applicable building codes or other applicable laws, orders, regulations or ordinances, or (C) made by Landlord to reduce Operating Expenses; a property costs incurred in the management feeof the Premises [including supplies, wages and salaries of employees used in lieu the management, operation and maintenance of all other costs of accountingthe Premises, auditing, billing, postage, salaries payroll expenses and benefits for clerical and supervisory employees, whether located on the Project or off-site, payroll taxes and legal similar governmental charges with respect thereto, and accounting costs and all fees, incurred an annual property management fee in connection with the operation and management of the Project in the an amount of equal to no more than three percent (3%) of the total Monthly Base RentRent payable by Tenant under this Lease for the Expense Year (hereafter defined in Subparagraph 6(f)) in question]; security services for any portion waste disposal costs; costs of snow and ice removal; costs of supplies, materials, equipment and tools (including rental costs incurred in the repair and maintenance of the ProjectBuilding, if the Parking Structure, the Outside Areas or other improvements within the Premises); costs and expenses of gardening and landscaping; maintenance of signs (other than signs of Tenant); maintenance, repair and replacement of asphalt paving, bumpers, striping, light bulbs, light standards, guard and directional signs and lighting systems, perimeter walls, retaining walls, sidewalks, planters, landscaping and sprinkling in planting areas; and personal property taxes levied on or attributable to the extent, in Landlord's sole discretion, such services are provided by Landlord and are not duplicative of those provided by Tenant; any and all levies, charges, fees and/or assessments payable to any applicable owner's association or similar body or personal property used in connection with the utilization of parking and/or driveways through the Adjacent Park; and the costs of removing or otherwise remediating Hazardous Materials brought on or about the Common Areas by a Midnight Dumper (as defined in Section 29.2.4), which are not covered by pollution insurance carried by the LandlordPremises.

Definition of Operating Expenses. Tenant The term "Operating Expenses" -------------------------------- shall pay mean (i) all of Landlord's direct costs and expenses of operation, repair and maintenance of the Premises, as determined by Landlord in accordance with generally accepted accounting principles or other recognized accounting principles, consistently applied; (ii) a reasonably amortized portion of the costs of any capital improvements made to the Premises by Landlord its Pro Rata Share which comprise labor-saving devices or other equipment intended to improve the operating efficiency of all any system within the Premises (such as an energy management computer system) to the extent of cost savings in Operating Expenses as Additional Renta result of the device or equipment, as reasonably determined by Landlord; and (iii) costs allocable to the Premises of any capital improvements made to the Premises by Landlord that are required under any governmental law or regulation that was not applicable to the Premises at the time they were constructed, and/or that are reasonably required for the health and safety of tenants in the Premises, and/or are installed to repair or replace property located in the Premises as of the Commencement Date, the costs to be amortized over such reasonable period as Landlord shall reasonably determine together with interest on the unamortized balance at the Interest Rate or such higher rate as may have been paid by Landlord on funds borrowed for the purpose of constructing the capital improvements. The term "Operating Expenses" as used herein shall mean include the total amounts incurred by cost of all insurance which Landlord in connection with the ownership, management, maintenance, repair and operation of the Premises and the Common Areas except or Landlord's lender reasonably deems necessary 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 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 itemsPremises; and Landlord's premiums for (i) pollution coverage insurancea reasonable management fee; (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 dues imposed 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 Project by Landlord and/or Landlord's property manager; a property management fee, in lieu of all other costs of accounting, auditing, billing, postage, salaries and benefits for clerical and supervisory employees, whether located on the Project or off-site, payroll taxes and legal and accounting costs and all fees, incurred in connection with the operation and management of the Project in the amount of three percent (3%) of the Base Rent; security services for any portion of the Project, if and to the extent, in Landlord's sole discretion, such services are provided by Landlord and are not duplicative of those provided by Tenant; any and all levies, charges, fees and/or assessments payable to any applicable owner's association or similar body or in connection with the utilization of parking and/or driveways through the Adjacent Park("Association"); and the costs of removing or otherwise remediating Hazardous Materials brought on or about the Common Areas by a Midnight Dumper Real Property Taxes (as defined in subsection 5(f)). If Landlord elects to self-insure or includes the Premises under blanket insurance policies covering multiple properties, then the term "Operating Expenses" shall include the portion of the cost of such self- insurance or blanket insurance allocated by Landlord to this Premises. The definition of Operating Expenses shall not be deemed to impose any obligations on Landlord to perform any obligations under this Lease. Landlord's sole obligations regarding maintenance, repair or otherwise related to the condition of the Premises are specified in Section 29.2.4), which are not covered by pollution insurance carried by 7 and subsection 10(b) of the LandlordLease.

Definition of Operating Expenses. Tenant Operating Expense shall pay include, without limiting the generality of the foregoing, expenses 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 Landlord its Pro Rata Share of all Operating Expenses as Additional Rent. The term "Operating Expenses" as used herein shall mean the total amounts incurred by Landlord in connection persons or entities, including those affiliated with the ownershipLandlord, management, to provide maintenance, repair repair, janitorial services, gardening, landscaping, resurfacing, repaving, painting, lighting, sweeping, cleaning, pest and operation of sanitary control, trash removal, and fire protection; the Premises amounts paid for heating, air conditioning, and providing electricity and water and sewer provided to the Common Areas except for Property; administrative expenses related to the exclusions set forth in Section 8.2.3 below. Operating Expenses may include, but are not limited to, Property ; any costs incurred by Landlord with respect for any capital improvements or structural repairs to the following: Landlord's costs of operating, maintaining, repairing or replacing the Facilities Building and the Common Areas, which costs shall be amortized over the useful life of the applicable capital improvements or 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 and Common Areas; and the amount 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 (a) annual limitation, business interruption insurance, and such insurance premium(s) for liability insurance as may be required by the holder of such mortgage or deed of trust); government-imposed parking charges or costs, and costs to comply with respect to governmentally-imposed safety and access requirements. Notwithstanding the Common Areas and (b) suppliesforegoing, 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 Operating Expenses shall 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 Project by Landlord and/or Landlord's property manager; a property management fee, in lieu of all other costs of accounting, auditing, billing, postage, salaries and benefits for clerical and supervisory employees, whether located on the Project or off-site, payroll taxes and legal and accounting costs and all fees, incurred in connection with the operation and management of the Project in the amount of three percent (3%) of the Base Rent; security services for any portion of the Project, if and to the extent, in Landlord's sole discretion, such services are provided by Landlord and are not duplicative of those provided by Tenant; any and all levies, charges, fees and/or assessments payable to any applicable owner's association or similar body or in connection with the utilization of parking and/or driveways through the Adjacent Park; and include the costs of removing special services rendered to tenants (including Tenant) for which a special or otherwise remediating Hazardous Materials brought on separate charge is made, any costs of preparation of space for new tenants of the Property, any costs borne directly by Tenant under this Lease, leasing commissions, depreciation, or about debt service payments made to a mortgagee. If less than 95% of the Common Areas by a Midnight Dumper (as defined in Section 29.2.4)total rentable area of the Property is occupied during the Base Year or any calendar year during the term of this Lease, which are not covered by pollution insurance carried by then Operating Expenses shall be adjusted to equal Landlord’s reasonable estimate of Operating Expenses had such percentage of the Landlordtotal rentable area of the Property been occupied.

Definition of Operating Expenses. Tenant shall pay to Landlord its Pro Rata Share of all Operating Expenses as Additional Rent. The term "Operating Expenses" as used herein shall mean the total amounts includes all expenses paid or incurred by Landlord in connection or on Landlord's behalf with respect to the ownership, management, maintenancerepair, repair operation and operation maintenance of the Building of which the Premises and the Common Areas except for the exclusions set forth in Section 8.2.3 below. Operating Expenses may includeare a part including, but are not limited to, costs incurred the following: (1) salaries, wages and benefits of employees of Landlord engaged in the management, repair, operation and maintenance of the Building; (2) payroll taxes, workmen's compensation, uniforms and related expenses for such employees; (3) the cost of all charges for oil, gas, steam, electricity, any alternate source of energy, heat, ventilation, air-conditioning, water, sewers and other utilities furnished to the Building (including the parking areas, Common Areas and leased areas thereof), together with any taxes on such utilities; (4) the cost of painting non-tenant space; (5) the cost of all charges for insurance Landlord is required to pay or deems necessary to pay, including public liability insurance, with regard to the Building and the maintenance or operation thereof; (6) the cost of all supplies (including cleaning supplies), tools, materials and equipment, the rental thereof and sales and other taxes thereon; (7) depreciation of hand tools and other movable equipment used in the repair, operation and maintenance of the Building; (8) the cost of all charges for window and other cleaning and janitorial, snow and ice removal, and security services; (9) charges of independent contractors; (10) repairs and replacements made by Landlord at its expense; (11) exterior and interior landscaping and pest control; (12) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies; (13) management fees or, if no managing agent is employed by Landlord, a sum in lieu thereof which is not in excess of the then prevailing rates for management fees of other first class office buildings in the area in which the Building is located; (14) the cost of any capital improvements or additions to the Building and of any machinery or equipment installed in the Building which are made or become operational, as the case may be, after the Commencement Date and which the effect of reducing the expenses which otherwise would be included in Operating Expenses to the extent of the lesser of (A) such cost, as reasonably amortized by Landlord with respect to interest on the following: Landlord's costs unamortized amount at the prime rate then generally available in the state, or (B) the amount of operatingsuch reduction in Operating Expenses; (15) reasonable legal, 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 accounting 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 Project by Landlord and/or Landlord's property manager; a property management fee, in lieu of all other costs of accounting, auditing, billing, postage, salaries and benefits for clerical and supervisory employees, whether located on the Project or off-site, payroll taxes and legal and accounting costs and all fees, professional fees incurred in connection with the operation operation, maintenance and management of the Project in Building; (16) all other expenses or charges which would generally be regarded as operating and maintenance expenses which would reasonably be amortized over a period not to exceed five (5) years; (17) 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 amount Building during the term of three percent this Lease; and (3%18) all other charges properly allocable to the repair, operation and maintenance of the Base RentBuilding in accordance with generally accepted accounting principles. The term operating Expenses does not include the following: casualty; security services income and franchise taxes of Landlord, expenses incurred in leasing to or procuring of leases, leasing commissions, advertising expenses and expenses for any portion of the Project, if and to the extent, in Landlord's sole discretion, such services are provided by Landlord and are not duplicative of those provided by renovating space for all tenants other than Tenant; interest or principal payments on any and all levies, charges, fees and/or assessments payable mortgage or other indebtedness of Landlord; compensation paid to any applicable owner's association employee of Landlord above the grade of property manager; any depreciation allowance or similar body expense (except as provided above); or in connection with the utilization of parking and/or driveways through the Adjacent Park; and the costs of removing or otherwise remediating Hazardous Materials brought on or about the Common Areas by a Midnight Dumper (as defined in Section 29.2.4), those operating expenses which are not covered by pollution insurance carried by the Landlordresponsibility of Tenant.