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a dedication thereof or the accrual of any rights to any person or to the public therein; to close temporarily
<br /> any portions, but not all, of the Common Areas,and to do and perform other such acts in and to said areas
<br /> and improvements as, in the exercise of good business judgement, Landlord shall determine to be advisable
<br /> • with a view to the improvement of the convenience and use thereof by tenants,their officers,agents,employees
<br /> and customers. Notwithstanding the foregoing to the contrary, any changes to the Common Areas located
<br /> within the Subject Parcel made by Landlord shall not materially and adversely effect the number of parking
<br /> spaces on the Subject Parcel or 4he obstruct or block access to the Premises from the two driveway entrances
<br /> to the Subiect Parcel shown on Exhibit C attached hereto and designated "Driveway Access".
<br /> B. Operation of Common Areas. Except for Tenant's obligations under Article 12 Section B,Landlord
<br /> shall operate and maintain the Common Areas or shall cause the same to be operated and maintained in a
<br /> manner deemed by Landlord reasonable, appropriate and for the best interests of the occupants of the
<br /> Shopping Center. Landlord shall have an annual report made of the cost and expense of operating and
<br /> maintaining the Common Areas incurred during each calendar year. Such epelating o ration and
<br /> maintenance and cost and expense thereof shall include, but not be limited to, all sums expended in
<br /> connection with the Common Areas for operating, repairing, lighting, cleaning, painting, insuring (including
<br /> liability insurance for personal injury, death and property liability and insurance against fire, theft or other
<br /> casualties), removing of snow, ice debris and surface water, sewer, striping, security, inspecting, equipment
<br /> depreciation, worker's compensation insurance covering personnel, fidelity bonds for personnel, insurance
<br /> against liability for defamation and claims of false arrest occurring in and about the Common Areas,
<br /> professional services,service and maintenance contract fees,regulation of traffic,fees for permits,all cost and
<br /> expenses(other than those of a capital nature)of repair and replacement of paving,curbs,sidewalks,walkways,
<br /> roadways, parking surfaces, signage, landscaping, drainage, ponding areas and facilities, utilities and lighting
<br /> facilities, fees and other charges payable by Landlord pursuant to any document of record and governmental
<br /> requirement affecting the Shopping Center (including without limitation the Private Restrictions), and an
<br /> administrative fee equal to fifteen percent (15%) of the total of the foregoing costs and expenses, or in lieu
<br /> thereof, at the option of Landlord, management fees and'expenses not to exceed 15% of such costs and
<br /> expenses. The cost and expense of operating the Subject Parcel shall also include,all costs,expenses,fees and
<br /> • charges payable by Landlord for operation, repair and maintenance of any offsite improvements (including,
<br /> without limitation, roadways, utilities and lighting facilities, signage, drainage, ponding areas and facilities)
<br /> serving or benefitting the Subject Parcel and other costs, expenses, fees and charges payable by Landlord
<br /> pursuant to any document of record and governmental requirement affecting the Subject Parcel (including
<br /> without limitation the Private Restrictions)and Tenant shall be required to pay Tenant's Proportionate Share
<br /> of all such expenses. The said costs and expenses of such offsite improvements chargeable to the Tenant shall
<br /> be made on a proportionate basis which is fair and equitable. Notwithstanding anything to the contrary herein
<br /> contained, Common Area costs and expenses shall exclude: (1) leasing commissions, attorneys' fees, costs,
<br /> disbursements and other expenses incurred in connection with negotiations or disputes with tenants or leasing,
<br /> renovating or improving space for tenants or other occupants of the building; (2) costs including permits,
<br /> licenses and inspection fees incurred in renovating or otherwise improving or decorating, painting or
<br /> redecorating vacant leasable space or leasable space for tenants or other occupants; (3)Landlord's cost of any
<br /> service sold to tenants or other occupants for which Landlord is entitled to be reimbursed as an additional
<br /> charge or rental over and above the minimum rent, operating costs and expenses, insurance and tax charges
<br /> and escalations payable under the lease with that tenant or other occupant; (4)costs incurred by Landlord for
<br /> alterations or additions that are considered capital improvements and replacements under generally accepted
<br /> accounting principles (unless the same is made to reduce operating costs or limit increases therein); (5) any
<br /> depreciation and amortization of the building;(6)costs of a capital nature,including,but not limited to capital
<br /> improvements,capital repairs,capital equipment and capital tools as determined in accordance with generally
<br /> accepted accounting principles (unless the same is made to reduce operating costs or limit increases therein);
<br /> (7) overhead and profit increments paid to subsidiaries or affiliates of Landlord for management or other
<br /> services on or to the building or for supplies or other materials to the extent that the cost of the services,
<br /> supplies or materials exceed the cost that would have been paid had the services,supplies or materials been
<br /> provided by unaffiliated parties on a competitive basis; (8) interest on debt or amortization payments or
<br /> increases in interest on debt on any mortgages and rental under any ground or underlying lease or charges in
<br /> deed of trust or any other debt for borrowed money; (9) rentals and other related expenses incurred in leasing
<br /> • air conditioning systems, elevator or other equipment ordinarily considered to be of a capital nature, except
<br /> equipment used in providing janitorial services that is not affixed to the building; (10) all items and services
<br /> for which Tenant reimburses Landlord or pays third persons or which Landlord provides selectively to one or
<br /> more tenants without reimbursement; (11)advertising and promotional expenditures(except for signage);(12)
<br /> repairs and other work occasioned by fire,windstorm or other casualty of an insurable nature and other work
<br /> paid from insurance or condemnation proceeds; (13)Landlord's costs of electricity and other services that are
<br /> sold to tenants and for which Landlord is entitled to be reimbursed by tenants as an additional charge or
<br /> rental over and above the minimum rent, operating costs and expenses, insurance and tax charges and
<br /> escalation payable under the lease with such tenant;(14)any costs,fines or penalties incurred due to violation
<br /> by Landlord of any governmental rule or authority; (15) costs for sculpture, paintings or other objects of art;
<br /> (16) wages, salaries or other compensation paid to any executive employees above the grade of building
<br /> manager shall be limited to Landlord's general overhead not to exceed ten percent(10%)of any such expense;
<br /> (17) the cost of correcting any code violations which were violations prior to the commencement of the term
<br /> of this Lease; (18) costs arising from Landlord's charitable or political contributions; and (18) costs arising
<br /> 326559.8 Redlined V8 to V7 9.27-96 11
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