2008 S Purchasing & Hillsborough Commons and Orange County

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generally available in the State, or (B) the amount of such reduction in Operating Expenses; (16) reasonable legal, accounting and other professional fees incurred in connection with the operation, maintenance and management of the Shopping Center specifically excluding any and all fees, legal or otherwise, expended for either the collection of rent from any tenant occupying space within the Shopping Center; (17) Real Estate Taxes; and (18) all other charges properly allocable to the repair, operation and maintenance of the Building in accordance with generally accepted accounting principles. Excluded from Operating Expenses shall be the following: (aa) depreciation (except as~provided above); (bb) interest on and amortization of debts; (cc) leasehold improvements including redecorating made for tenants of the Building; (dd) brokerage commissions and advertising expenses for procuring new tenants of the Building; (ee) refinancing costs; (ff) the cost of any repair or replacement, other than as described in clauses (10), (12), (14) or (15) above, which would be required to be capitalized under generally accepted accounting principles, except that if under such principles such costs may be amortized over a period of not more than 10 years, then a proportionate part of such cost may be included each year in Operating Expenses over the useful life (as reasonably estimated by Landlord) of such repair or replacement; (gg) the cost of any item included in Operating Expenses under clauses (1)-(18) to the extent that such cost is reimbursed by an insurance company or a condemnor or a Tenant (except as a reimbursement of Operating Expenses) or any other party, but if at the time Operating Expenses are determined for a calendar year such reimbursement has not been made, such expenses may be included in Operating Expenses and an adjustment shall be made when and if such reimbursement is actually received. (c) In order to provide for current payments on account of Excess Expenses, County shall, at Landlord's request, pay as additional rent, an amount equal to County's Proportionate Share of the Excess Expenses due for the ensuing 12 months, as estimated by Landlord from time to time, in 12 equal monthly installments, commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount. It is the intention hereunder to estimate the amount of the Excess Expenses for each calendar year and then to adjust such estimate in the following year based on the actual Excess Expenses incurred or paid by Landlord. (d) On or before March 1 of each calendar year (or as soon thereafter as is practical), Landlord or the Building Manager shall deliver to County a statement, certified by an officer of Landlord, of County's Proportionate Share of the Excess Expenses for the preceding calendar year. If County's Proportionate Share of the actual Excess Expenses for the previous calendar year exceeds the aggregate of the estimated monthly payments made by County for such year, County shall within 30 days of the receipt of the statement, tender to Landlord an amount equal to such excess as additional rent. If such aggregate of the estimated monthly payments exceeds County's Proportionate Share of the actual Excess Expenses for such calendar year, then Landlord shall credit against County's next ensuing monthly installment or installments of the Rent an amount equal to such difference until the credit is exhausted. (e) If a credit is due from Landlord on the Termination Date, County shall be entitled to receive the amount of the credit in the form of payment from Landlord, provided, however, that Landlord may, in lieu of such payment, apply the credit against any Rent which is due but not paid on said date. No interest or penalties 6 Connty of Orange, in North Carolina -Hillsborough Commons 07/02/08 fNTI'IALS L~rG~~~~