A. For the purposes of this Lease:
(i) The term Calendar Year shall mean each calendar year or any portion thereof during the Term.
(ii) The term Expenses shall mean and include all expenses paid or incurred by Landlord or its beneficiaries for managing, owning, maintaining, operating, insuring, replacing and repairing the Building, the land underlying the Building and appurtenances and personal property used solely in conjunction therewith (hereinafter collectively referred to as the Project) during each Calendar Year, or portion thereof, during the Term. Expenses shall not include costs of alterations of the Premises of tenants of the Building, depreciation charges, interest and principal payments on mortgages, ground rental payments, real estate brokerage and leasing commissions, capital improvements (except for such charges which are reasonably intended to reduce other items of expense) and costs to cure any latent defects. If the Building is not fully occupied during all or a portion of any year, then Landlord may elect to make an appropriate adjustment of the Expenses for such year employing sound accounting and management principles, to determine the amount of Expenses that would have been paid or incurred by Landlord had the Building been fully occupied and the amount so determined shall be the amount of Expenses attributable to such year. If any Project expense, though paid in one year, relates to more than one calendar year, at the option of Landlord, such expense may be proportionately allocated among such related calendar years. Notwithstanding the foregoing, Expenses do not include the following: repairs, restoration, or other work occasioned by fire, wind, the elements or other casualty, or (ii) compensation paid to any employee of Landlord above the grade of property manager or compensation paid to any other employee of Landlord to the extent allocable to anything other than the Project.
(iii) The term Lease Year shall mean each twelve (12) month period commencing on the day on which the Term begins and on each anniversary of such date.
(iv) The term Rent Adjustment Deposit shall mean an amount equal to Landlords estimate of Rent Adjustment due for any Calendar Year.
(v) The term Taxes shall mean real estate taxes, assessments, sewer rents, rates and charges, transit taxes, taxes based upon the receipt of rent (if imposed in lieu of real estate taxes) and any other federal, state or local governmental charge, general, special, ordinary or extraordinary (but not including general income or franchise taxes or any other taxes imposed upon or measured by income or profits, unless the same shall be imposed in lieu, or as part, of real estate taxes), which may now or hereafter be levied or assessed against the Project or any portion thereof which are payable in any Calendar Year during the Term. In case of special taxes or assessments which may be payable in installments, only the amount of each installment and interest paid thereon paid during a Calendar Year shall be included in Taxes for that year. Taxes shall also include any personal property taxes (attributable to the year in which paid) imposed upon the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances used solely in connection with the operation of the Building. In the event the Project is not assessed as fully improved for any year (including the Base Tax Year), then Taxes shall be adjusted to the Taxes which would have been payable in such Calendar Year if the assessment had been made on a fully improved basis, based on Landlords adjustment of the Taxes for such year, employing sound management principles. Taxes also include Landlords reasonable costs and expenses (including reasonable attorneys fees) in contesting or attempting to reduce any taxes. Taxes shall be reduced by any recovery or refund received of taxes previously paid by Landlord, provided such refund relates to taxes paid during the term of this Lease. Notwithstanding anything set forth above to the contrary, if at any time the method of taxation then prevailing shall be altered so that any new or additional tax, assessment, levy, imposition or charge or any part thereof shall be imposed upon Landlord in place or partly in place of any Taxes or contemplated increase therein, or in addition to Taxes, and shall be measured by or be based in whole or in part upon the Project, the rents or other income therefrom or any leases of any part thereof, then all such new taxes, assessments, levies, impositions or charges or part thereof, to the extent that they are so measured or based, shall be included in Taxes.
B. Tenant shall pay as Rent Adjustment for each Calendar Year of the Term, the following:
(i) Tenants Proportion for such year (prorated for any partial Calendar Year during the Term) of Expenses exceeding the Expenses for the Base Expense Year (set forth in Section 1).
(ii) Tenants Proportion of Taxes for such year (prorated for any partial Calendar Year during the Term) of Taxes exceeding the Taxes for the Base Tax Year (set forth in Section 1). The amount of Taxes attributable to a year shall be the amount payable during any such Calendar Year, even though the assessment for such Taxes may be for a different Calendar Year.
For purposes of the foregoing, in the event there is any rent abatement in effect for all or any portion of the Premises during any Calendar Year, the amounts described in clauses (i) and (ii) above shall be calculated such that Tenants Proportion excludes any portions of the Premises as to which there is a rent abatement for those periods during which the rent abatement is in effect.