"DIRECT EXPENSES" SHALL MEAN "OPERATING EXPENSES"
AND "TAX EXPENSES."
12
4.2.3
"EXPENSE YEAR" SHALL MEAN EACH CALENDAR YEAR IN
WHICH ANY PORTION OF THE LEASE TERM FALLS, THROUGH AND INCLUDING THE CALENDAR
YEAR IN WHICH THE LEASE TERM EXPIRES, PROVIDED THAT LANDLORD, UPON NOTICE TO
TENANT, MAY CHANGE THE EXPENSE YEAR FROM TIME TO TIME TO ANY OTHER TWELVE (12)
CONSECUTIVE MONTH PERIOD, AND, IN THE EVENT OF ANY SUCH CHANGE, TENANT'S SHARE
OF DIRECT EXPENSES SHALL BE EQUITABLY ADJUSTED FOR ANY EXPENSE YEAR INVOLVED IN
ANY SUCH CHANGE.
4.2.4
"OPERATING EXPENSES" SHALL MEAN ALL EXPENSES, COSTS
AND AMOUNTS OF EVERY KIND AND NATURE WHICH LANDLORD PAYS OR ACCRUES DURING ANY
EXPENSE YEAR BECAUSE OF OR IN CONNECTION WITH THE OWNERSHIP, MANAGEMENT,
MAINTENANCE, SECURITY, REPAIR, REPLACEMENT, RESTORATION OR OPERATION OF THE
PROJECT, OR ANY PORTION THEREOF, EXCEPT AS SPECIFICALLY SET FORTH HEREINBELOW TO
THE CONTRARY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OPERATING
EXPENSES SHALL SPECIFICALLY INCLUDE ANY AND ALL OF THE FOLLOWING:
(I) THE COST
OF SUPPLYING ALL UTILITIES TO THE COMMON AREAS (AS OPPOSED TO THE COST OF
UTILITIES TO THE PREMISES, WHICH ARE TO BE DIRECTLY PAID BY TENANT, OR TO THE
PREMISES OF THIRD-PARTY TENANTS IN THE PROJECT), THE COST OF OPERATING,
REPAIRING, MAINTAINING, AND RENOVATING THE UTILITY, TELEPHONE, MECHANICAL,
SANITARY, STORM DRAINAGE, AND ELEVATOR SYSTEMS, AND THE COST OF MAINTENANCE AND
SERVICE CONTRACTS IN CONNECTION THEREWITH; (II) THE COST OF LICENSES,
CERTIFICATES, PERMITS AND INSPECTIONS AND THE COST OF CONTESTING ANY
GOVERNMENTAL ENACTMENTS WHICH MAY AFFECT OPERATING EXPENSES, AND THE COSTS
INCURRED IN CONNECTION WITH A GOVERNMENTALLY MANDATED TRANSPORTATION SYSTEM
MANAGEMENT PROGRAM OR SIMILAR PROGRAM; (III) THE COST OF ALL INSURANCE CARRIED
BY LANDLORD IN CONNECTION WITH THE PROJECT; (IV) THE COST OF LANDSCAPING,
RELAMPING, AND ALL SUPPLIES, TOOLS, EQUIPMENT AND MATERIALS USED IN THE
OPERATION, REPAIR AND MAINTENANCE OF THE PROJECT, OR ANY PORTION THEREOF;
(V) COSTS INCURRED IN CONNECTION WITH THE PARKING AREAS SERVICING THE PROJECT;
(VI) FEES AND OTHER COSTS, INCLUDING MANAGEMENT FEES (WHICH MANAGEMENT FEE SHALL
EQUAL TWO AND ONE-QUARTER PERCENT (21⁄4%) OF THE BASE RENT DUE UNDER THIS LEASE,
UNLESS INCREASED PURSUANT TO THE TERMS OF SECTION 6.5 OF THIS LEASE), CONSULTING
FEES, LEGAL FEES AND ACCOUNTING FEES, OF ALL CONTRACTORS AND CONSULTANTS IN
CONNECTION WITH THE MANAGEMENT, OPERATION, MAINTENANCE AND REPAIR OF THE
PROJECT; (VII) THE FAIR RENTAL VALUE OF ANY MANAGEMENT OFFICE SPACE REASONABLY
ATTRIBUTABLE TO THE PROJECT (AS OPPOSED TO BEING ATTRIBUTABLE TO LANDLORD'S
NON-PROJECT ACTIVITIES); (VIII) WAGES, SALARIES AND OTHER COMPENSATION AND
BENEFITS, INCLUDING TAXES LEVIED THEREON, OF ALL PERSONS (OTHER THAN PERSONS
GENERALLY CONSIDERED TO BE HIGHER IN RANK THAN THE POSITION OF PROJECT MANAGER)
ENGAGED IN THE OPERATION, MAINTENANCE AND SECURITY OF THE PROJECT; (IX) COSTS
UNDER ANY RECORDED INSTRUMENT PERTAINING TO THE SHARING OF COSTS BY THE PROJECT;
(X) OPERATION, REPAIR, MAINTENANCE AND REPLACEMENT OF ALL SYSTEMS AND EQUIPMENT
AND COMPONENTS THEREOF OF THE BUILDING; (XI) THE COST OF JANITORIAL, ALARM,
SECURITY AND OTHER SERVICES, REPLACEMENT OF WALL AND FLOOR COVERINGS, CEILING