Common use of Direct Expenses Clause in Contracts

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system); window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoing, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. The following items are not included in Direct Expenses:

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principlesprinciples (“GAAP”) or other sound accounting principals consistently used by Landlord, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed required to be maintained by Landlord pursuant to be reasonably necessary or desirable and relating in any manner to the protectionSection 11.2 hereof, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system)services; window cleaning costs; labor costs; costs and expenses of managing the Building including management feesfees in an amount not to exceed 5% per annum; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; salaries of Landlord employees or agents directly engaged in the operation, maintenance, repair or management of the Building, and employee benefits and reasonable payroll taxestaxes with regard to such Landlord employees; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses for any year during which average occupancy of the Building is less than one hundred percent (100%) shall be calculated based upon the Direct Expenses that would have been incurred if the Building had an average occupancy of one hundred percent (100%) during the entire calendar year. Direct Initials Expenses shall not include any of the following: capital expenditures not permitted herein; legal fees for enforcing rights under other tenant leases in the Building or in defense of Landlord’s title to the Building; depreciation or amortization of the Building or equipment in the Building except as expressly provided herein, ; loan principal payments, or interest payments or rental payments on any ground or other underlying leases; costs of alterations of tenants’ ' premises, ; leasing commissions, interest expenses on long-term borrowings, ; advertising costs or and marketing costs; management salaries for executive personnel other than personnel located at directly engaged in the operation, maintenance, repair or management of the Building. If, ; interest or penalty charges incurred by Landlord due to the failure to timely pay obligations of Landlord (even if such obligation is reimbursed through Direct Expenses); the costs of Landlord’s compliance with any Environmental Laws or the removal or abatement of any Hazardous Materials from the Premises or the Building (unless such costs arise out of the acts of Tenant during the Term Term); expenses for repair or other work occasioned by fire or other casualty which is covered under the casualty insurance policy described in Section 11.2 hereof; expenses for the replacement of this Leaseany items covered by a manufacturer’s or seller’s warranty; costs of repair to the Premises necessitated by Landlord’s gross negligence or willful misconduct, or of correcting any latent defects or original design defects in the construction of the Building or the materials and equipment used therefor; reserves; salaries of employees of Landlord above the grade of Building manager and/or employees of Landlord whose time is not substantially spent in the management and operation of the Building; new artwork installed in the Building the cost of which exceeds $10,000 in the aggregate; charges for utility services separately metered to particular tenants in the Building; and fees and charges not reasonable and competitive with fees charged by unaffiliated entities for the performance of such services of comparable quality in comparable buildings in the area. In addition, Landlord shall make a capital expenditure, be entitled to amortize and include as an Additional Rental adjustment: (i) an allocable portion of the total cost of capital improvement items which is are reasonably calculated to reduce operating expenses, as may be determined in accordance with GAAP or other applicable sound accounting or administrative practices; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not properly includable in Direct Expenses for applicable to the Lease Year in which Building at the time it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in questionconstructed. All such costs shall be amortized over the reasonable life of such expenditures improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoing, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. The following items are not included in Direct Expenses:Chase Bank.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants, provided that the amount of such credit shall not result in Tenant being required to pay an amount greater than the amount that Tenant would have paid if such tenants had received such standard services and/or paid such standard costs), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, ; the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security access control and alarm services (including any central station signaling system)monitoring services; window cleaning costs; labor costs; costs and expenses of managing the Building including management fees (not in excess of fair market management fees); air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal feesfees (provided that accounting and legal fees shall be limited to those relating solely to the ownership, maintenance, management, and operation of the Building and shall not include accounting fees incurred or costs of litigation incurred due to the preparation of tax returns or financial statements [other than any such statements prepared in calculating the Direct Expenses and Taxes], or the late payments of taxes, utility bills and other costs incurred by Landlord’s failure to make such payments when due); any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this LeaseIn addition, Landlord shall make a capital expenditure, be entitled to amortize and include as Additional Rent: (i) an allocable annual amortized portion of the total cost of capital improvement items which is not properly includable in Direct Expenses for the Lease Year in which it was madeare reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems, provided that there shall nevertheless be included in such Direct Expenses for have been a revision, change, or other modification thereto which are required under any governmental laws, regulations or ordinances which were not applicable to the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life Building as of the expenditure Commencement Date; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which did not require compliance prior to the Commencement Date, as determined by Landlord in questionits reasonable judgment. All such costs shall be amortized over the reasonable life of such expenditures improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois, or if The Northern Trust Company is no longer extant, a comparable financial institution selected by Landlord in its sole and absolute discretion. Without limiting the generality Direct Expenses shall not include (1) depreciation or amortization of the foregoingBuilding or equipment in the Building except as provided herein; (2) loan principal payments, costs of alterations of tenants’ premises; (3) leasing commissions; (4) interest expenses on long-term borrowings; (5) advertising costs or management salaries for executive personnel other than personnel located at the Building; (6) utilities and other similar expenses incurred directly by or on behalf of retail tenants in the Building and electricity expenses for other Building space demised to office tenants which tenants pay for such electricity expenses themselves; (7) services provided and costs incurred in connection with the operation of retail or other ancillary operations owned, operated or subsidized by Landlord; (8) costs of a capital nature or which would be capitalized under generally accepted accounting principles, including, without limitation, capital improvements or replacements, capital equipment and capital tools, all as determined in accordance with generally accepted accounting principles other than the annual amortized amount permitted to be included pursuant to this Section 4.1.2 above; (9) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord shall be or in the parking garage of the Building; (10) costs of the initial construction of the Building; (11) costs of structural repairs to the Building including structural repairs to the roof, curtain wall, foundation, floor slabs (except for normal caulking and maintenance); (12) costs of leasing commissions, legal, space planning, construction, and other expenses incurred in procuring tenants for the Building or with respect to individual tenants or occupants of the Building; (13) any other expenses for which Landlord actually receives reimbursement (or is entitled to amortize receive reimbursement) from insurance, condemnation awards, other tenants or any other third-party source; (14) except as real estate taxes may be increased due to a re-assessment of the Building upon any of such events, costs incurred in connection with the sale, financing, refinancing, mortgaging, selling or change of ownership of the Building; (15) any costs, fines or penalties incurred due to the violation by Landlord of any governmental rule or authority; (16) payments of principal and include interest or other financial charges made on any debt payments made under any ground or underlying lease or leases, except to the extent that a portion of such rental payments is reasonably allocable to ad valorem real estate taxes, interest charges and increased property values or taxes as an additional rental adjustment: a result of such leases; (17) costs incurred to correct violations by Landlord of any law, rule, order or regulation which was in effect as of (i) an allocable portion of the cost of capital improvement items which are reasonably calculated with respect to reduce operating expenses; Suite 200, May 15, 2001, and (ii) fire sprinklers with respect to Suite 250, the Lease Reference Date; (18) costs of repairing, replacing or otherwise correcting defects (including latent defects) in or inadequacies of (but not the costs of ordinary and suppression systems customary repair for normal wear and tear) the design or construction of the Building or the costs of repairing, replacing or correcting defects in the initial design or construction of any tenant improvements, or abating any Hazardous Materials contamination (19) costs or expenses of utilities directly metered to tenants of the Building and payable separately by such tenants; (20) costs incurred in connection with disputes with tenants (including any bad debt loss, rent loss, or reserves therefore), other life safety systemsoccupants, or prospective tenants, or costs and expenses incurred in connection with negotiations or disputes with employees, management agents, leasing agents, purchasers or mortgagees of the Building; (21) costs of advertising and public relations and promotional costs associated with the promotion or leasing of the Building and costs of signs in or on the Building identifying the owners of the Building or any tenant of the Building; and (iii22) other capital costs or expenses which are required under any governmental laws, regulations or ordinances which were not applicable to of the Building at parking garage servicing the time it was constructed. The following items are not included in Direct Expenses:Building.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system)services; window cleaning costs; labor costscosts (including Landlord's employees at Landlord's then standard hourly charge for time spent at the Building); costs and expenses of managing the Building including management feesfees (at the rate of 2% of Annual Rent); air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and wages, salaries; employee benefits and payroll taxestaxes (at Landlord's then standard rates for time spent at the Building); accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ ' premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoingIn addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Landlord will, at Tenant's request, provide Tenant on or before December 1 of any year during the Term with a budget of expected Direct Expenses for the following items year for Tenant's approval and will consult with Tenant thereafter concerning the budget. Tenant agrees that its approval will not be unreasonably withheld or delayed. If Landlord and Tenant cannot agree on the budget, Landlord may proceed on the basis of its original budget proposal (as it may have been modified in the course of consultations with Tenant) provided the budgeted Direct Expenses on a per square foot basis are reasonably equivalent to similar charges for other comparable buildings in the market area of the Building. Once approved, Landlord may not included in exceed the total budgeted Direct Expenses:Expenses by more than 5% without the approval of Tenant, which approval will not be unreasonably withheld or delayed.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system)services; window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ ' premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoingIn addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The following items are not included in Direct Expenses:Northern Trust Company of Chicago, Illinois.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system)services; window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoingIn addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The following items are not included in Direct Expenses:Northern Trust Company of Chicago, Illinois.

Direct Expenses. All direct costs In each calendar year, the aggregate of all reasonable and actual costs, charges and expenses paid by Landlord (less any rebates, reimbursements, refunds and credits received on account of such costs, charges and expenses), obtained at competitive prices, which are directly attributable to the normal and customary operation, maintenance, maintenance and repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants)Building, as determined in accordance with generally accepted accounting principles, consistently applied, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges premiums of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; thereof (but excluding, however, savings attributable to self-insurance by the Landlord), utility costs, costs including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system)services; window cleaning costs; labor costs; costs and expenses of managing the Building including management fees, provided, however, that such management fees do not exceed five percent (5%) of the gross rent which would be achieved by the Building if the Building were 100% leased at Tenant's rental rate; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs equipments costs, including the cost of maintenance, repair and service agreements and rental and leasing costsagreements; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal feesfees for Building operation; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include repairs or other work occasioned by fire or other casualty, whether or not the same is covered by insurance; Landlord's cost of services sold to Tenant or provided or sold to others, and for which Landlord is entitled to reimbursement other than through the scheduled payment of rent; except as below, costs incurred by Landlord for alterations which are considered capital improvements and replacements under generally accepted accounting principles, consistently applied; depreciation and amortization, except as taken in connection with costs incurred as provided below; except as provided below, costs of a capital nature, including, without limitation, capital improvements, capital repairs, capital equipment and capital tools; expenses in connection with services or amortization other benefits which are not available to Tenant, or for which Tenant must pay a charge in excess of the scheduled rental payments, but which are provided to another tenant or occupant of the Building; Landlord's general corporate overhead and general administrative expenses; real estate commissions, finder's fees, loan fees or similar charges incurred with respect to any sale, exchange or financing of the Building; costs incurred with the original construction of the Building or equipment any reconstruction, refurbishment or repair of the Building or in connection with any major change in the Building except Building, such as provided herein, loan principal paymentsadding or deleting floors, costs of alterations correcting defects in or inadequacy of tenants’ premisesthe design or construction of the Building, and costs of any equipment, device or capital improvement required by any change in laws, rules, regulations or requirements where such change was in effect on or prior to the Commencement Date, or was reasonably foreseeable as of the Commencement Date; payments of principal, interest or other charges on mortgages, ground rents, and other debt costs, if any; costs of leasing rentable areas in the Building, including advertising, leasing commissions, interest public relations expenses, legal and accounting expenses on long-term borrowingsrelated to lease negotiations or enforcement, advertising and the costs of improving tenant space, including the Premises (including, without limitation, the Tenant Improvement Allowance and Overage as defined in the Work Letter); salaries, wages and other associated costs of building personnel above the rank of building general manager (including principals of Landlord) or management salaries for executive of other offsite personnel other than personnel located at of Landlord or any employee who does not devote substantially all his/her time to the Building. If; costs for which the Landlord is reimbursed by any tenant or occupant of the Building or by Landlord's insurance carrier or any tenant's carrier or by any other third party; costs associated with the operation of the business of the company or entity which constitutes the Landlord, during as the Term same are distinguished from the costs of this Leaseoperation of the Building, Landlord shall make a capital expenditureincluding accounting and legal matters; costs of defending lawsuits with any mortgagee or beneficiary, costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord's interest in the Building, 21 costs (including attorneys' fees and costs of settlement judgments and payments in lieu thereof) arising from claims, litigation or arbitrations pertaining to any tenant, the total cost of Landlord, the Building, the Project or the site upon which the Building is not properly includable in Direct Expenses for the Lease Year in which it was madesituated; any other expenses which, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on consistently applied, would not normally be treated as operating costs by landlords of comparable buildings; any charge not paid or required to be paid by another tenant in the unamortized amount at one percent Project; disproportionate usage of utilities or wear and tear to common facilities by other tenants in the Building; any bad debt loss, rent loss or reserves for bad debts or rent loss; expenses directly resulting from the negligence of Landlord, its agents, servants or employees, and costs incurred because Landlord or another tenant violated the terms of any lease; fines, penalties and interest; all federal income taxes, federal excess profit taxes, franchise taxes and federal estate inheritance or estate taxes; Taxes (1%as hereinafter defined); and the costs of removing Hazardous Materials (including, without limitation, asbestos) in excess of from the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, IllinoisBuilding. Without limiting the generality of the foregoingIn addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; and (ii) fire sprinklers and suppression systems and other life safety systems; . All such costs shall be amortized over the reasonable life of such improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, consistently applied, with interest on the unamortized amount at one percent (iii1%) other capital expenses which are required under any governmental lawsin excess of the prime lending rate announced as such by Bank One, regulations Arizona or ordinances which were not applicable to the Building at the time it was constructed. The following items are not included in Direct Expenses:its successor as of February 1st of each year.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which whish Landlord may grant to particular tenants of the Building in lieu of providing any and standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial servicesservice; the cost of security and alarm services (including any central station signaling signalling system); window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance costs; , elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items,; current rental and leasing costs of items which would be amortizable capital items if of purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service services taxes incurred uncured in DES/BB Initial connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ ' premises, leasing commissions, interest expenses on long-term tem borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoingIn addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the he time it was constructed. All such costs shall be amortized over the reasonable life of such improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The following items are not included in Direct Expenses:Northern Trust Company of Chicago, Illinois.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 4.1.2. for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; association fees and charges assessed Landlord pursuant to the CC&R; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system)services; window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoingIn addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The following items are not included in Direct Expenses:Northern Trust Company of Chicago, Illinois.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of ; providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system); window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and ant legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ ' premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoingIn addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental govenmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The following items are not included in Direct Expenses:Northern Trust Company of Chicago, Illinois.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or reasonably desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system); window cleaning costs; labor costs; costs and expenses of managing the Building including commercially-reasonable and competitively-priced management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; reasonable accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ ' premises, leasing commissions, interest expenses on long-term borrowingsand amortization of debt, advertising costs or management salaries for executive personnel other than off-site personnel located at directly engaged in the Building. Ifmanagement, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made operation and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life maintenance of the expenditure in question. All Building and further provided that all costs of such costs personnel working on projects other than the Building shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time limited to time as such by The Northern Trust Company of Chicago, Illinoisan equitable allocation. Without limiting the generality of the foregoingIn addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The following items are not included in Direct Expenses:Northern Trust Company of Chicago, Illinois.

Direct Expenses. All direct costs of actually incurred by Landlord in the operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereofthereof (which Landlord agrees to maintain for liability in an amount not less than Three Million Dollars ($3,000,000.00); utility costs, including, but not limited to, the cost of heat, light, electricity, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system)services; window cleaning costs; labor costs; costs and expenses of managing the Building including management feesfees (not to exceed normal and customary management fees for similar buildings); air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costsagreements; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal feesfees (except legal fees in connection with specific tenant leases); any sales, use or service taxes incurred in connection therewith. Notwithstanding anything to the contrary contained herein, Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoing, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. The following items are not included in Direct Expensesfollowing:

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system); window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoingIn addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements in. accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The following items are not included in Direct Expenses:Northern Trust Company of Chicago, Illinois.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building Project (including the amount of any credits which Landlord may grant to particular tenants of the Building Project in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: repair, replacement, and maintenance of roof, foundation and exterior walls of the buildings (including the Building) in the Project; periodic painting of the buildings (including the Building) of the Project; periodic cleaning of the exterior windows of the buildings (including the Building) in the Project; repair, replacement, operation and maintenance of all common area of the Project (including, without limitation, sweeping, maintenance services, repairs to and replacement of asphalt paving, bumper-s, striping, light bulbs, light standards, monument and directional signs and lighting systems, perimeter walls, retaining walls, sidewalks, planters ' landscaping and sprinkler systems in planting areas); water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building Project or any part thereof; , utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposaldisposal not supplied directly to a tenant; the cost of janitorial servicesservices with respect to all common area of the Project; the cost of security and alarm services (including any central station signaling system)) with respect to all common area of the Project; window cleaning costs; labor costs; costs and expenses of managing the Building Project including management Management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Landlord and Tenant agree that all capital expenses incurred by Landlord for capital improvements, replacements or equipment to the Project shall be amortized and included as Direct Expenses shall Expenses, except for capital expenses incurred by Landlord after the date of this Lease to bring the Project into compliance with any governmental laws, regulations or ordinances in effect as of such date, where the Project was not include depreciation or amortization in compliance with such governmental laws, regulations and ordinances as of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term date of this Lease, Landlord shall make a . All capital expenditure, expenses (to the total cost of which is not properly includable extent included in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs Expenses) shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord improvements, replacements or equipment in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent per-cent (1%I%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting Notwithstanding any terms to the generality contrary contained in this Lease, the following shall not be included within Direct Expenses: (a) leasing commissions, attorneys' fees, costs, disbursements and other expenses incurred in connection with negotiations or disputes with tenants, or in connection with leasing, renovating, or improving space for tenants or other occupants or prospective tenants or other occupants of the foregoing, Building; (b) the cost of any service sold to any tenant (including Tenant) or other occupant for which Landlord shall be entitled to amortize and include is reimbursed as an additional charge or rental adjustment: over and above the basic rent and escalations payable under the lease with that tenant; (c) any depreciation on the Building or Project; (d) costs of a capital nature relating to the structural integrity of the exterior walls and foundation of the Building, unless caused by any improvements or alterations made by or on behalf of Tenant to the Premises or the negligence or willful misconduct of Tenant or any of its employees, agents or contractors; (e) expenses in connection with services or other benefits of a type that are not provided to Tenant but which are provided another tenant or occupant of the Building or Project; (f) except for any management fees paid to Landlord's subsidiaries or affiliates, overhead profit increments paid to Landlord's subsidiaries or affiliates for services on or to the Building or for supplies or other materials to the extent that the cost of the services, supplies or other materials exceeds 105% of the cost that would have been paid had the services, supplies, or materials been provided by unaffiliated parties on a competitive basis; (g) except as otherwise provided in this Lease, all interest, loan fees and other carrying costs related to any mortgage or deed of trust and all rental and other payments due under any ground or underlying lease, or any lease for any equipment ordinarily considered to be of a capital nature; (h) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (i) an allocable portion advertising and promotional expenditures; 6) costs of repairs and other work occasioned by fire, windstorm or other casualty to the extent of any insurance proceeds received by Landlord for the casualty; (k)any fines or penalties incurred due to violations by Landlord of any governmental rule or authority, this Lease or any other lease in the Project; (1) management fees to the extent they exceed 5% of all other Direct Expenses; (m) costs for sculpture, paintings or other objects of art (nor insurance thereon or extraordinary security in connection therewith); (n) wages, salaries, or other compensation paid to any executive employees above the grade of building manager-, (o) the cost of capital improvement items connecting any building code or other violations which are reasonably calculated were violations prior to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systemsthe Commencement Date; and (iiip) other capital expenses the cost of containing, removing or otherwise remediating any Hazardous Materials from the Project (including the underlying land and ground water) (including, without limitation, asbestos and "PCB's") where such contamination was not caused by Tenant, except for costs incurred by Landlord for the spot removal of Hazardous Materials (which are required under any governmental lawsconsidered to be supplies or products ordinarily used in the operation, regulations or ordinances which were not applicable to maintenance, repair and management of the Building at Project) from the time it was constructed. The following items are not included in Direct Expenses:Project.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system); window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; , equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ ' premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this LeaseIn addition, Landlord shall make a be entitled to amortize and include as an additional rental adjustment; (i) an allocable portion of the costs of capital expenditureimprovement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the total cost of which is not properly includable in Direct Expenses for Building at the Lease Year in which time it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in questionconstructed. All such costs shall be amortized over the reasonable life of such expenditures improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoing, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. The following items are not included in Direct Expenses:.

Direct Expenses. All direct costs of operation, maintenance, repair and management of the Building (including the reasonable amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges premiums of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereofthereof and if Landlord self insures or carries deductibles in excess of $2,000.00, amounts equal to the savings in premiums effected thereby as reasonably determined by Landlord; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system)services; window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. If, during the Term of this Lease, Landlord shall make a capital expenditure, the total cost of which is not properly includable in Direct Expenses for the Lease Year in which it was made, there shall nevertheless be included in such Direct Expenses for the Lease Year in which it was made and in Direct Expenses for each succeeding Lease Year an annual amount which would amortize such cost over the useful life of the expenditure in question. All such costs shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois. Without limiting the generality of the foregoing, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. The following items are not included in Direct Expenses:.