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EXHIBIT D
<br /> ADDITIONAL RENT — OPERATING EXPENSES — PASS THROUGHS
<br /> (a) As a component of Additional Rent, Tenant agrees to pay Landlord, for each calendar year
<br /> during the Term, " Tenant 's Proportional Share" (as defined below) of the " Operating Expense
<br /> Differential, " meaning the increase, if any, of (i) Operating Expenses (defined below in section (b)) in a
<br /> calendar year over (n) the Operating Expenses incurred by Landlord in the prior calendar year. In no
<br /> event will Tenant be entitled to a credit, reimbursement or payment from Landlord in the event of a negative
<br /> Operating Expense Differential .
<br /> (b) The term " Operating Expenses" as used herein means all costs and expenses incurred by
<br /> Landlord in the provision of services to tenants and occupants of the Building in which the Demised
<br /> Premises are located (and in the operation, maintenance, repair, replacement and management of the
<br /> Property and all components thereof and all personal property used in connection therewith, all as
<br /> determined by Landlord ' s reasonable accounting practices consistently applied .
<br /> For the purposes of this agreement, "Operating Expenses" shall be calculated using the same
<br /> method as other similar tenants of the Complex including The Cloth Mill and Weaver Street Market.
<br /> Operating Expenses in those lease agreements as in this Lease Agreement include (1) ad valorem real and
<br /> personal property taxes and assessments , including without limitation ordinary, annual, special, specific and
<br /> any other dues or assessments levied by owners associations having authority over all or portions of the
<br /> Demised Premises, (ii) insurance for the Property, including rent loss , hazard, casualty and liability
<br /> insurance premiums and deductibles, (iii) landscaping, security, exterior repairs, site repairs, sprinkler
<br /> system maintenance, and other services provided by or on behalf of Landlord to the Building, (iv) labor,
<br /> materials, supplies, equipment and tools ; (v) expenses of any proceedings for abatement of taxes and
<br /> assessments, (vi) permits, licenses and inspection fees, (vii) the wages, salaries , benefits and other
<br /> compensation (including Landlord ' s portion of FICA, unemployment taxes and insurance) of all employees
<br /> to an extent commensurate with such employees ' involvement required to supervise, implement and
<br /> accomplish all of the foregoing, (viii) property management fees not to exceed 5 % of the gross rents and
<br /> associated fees received on account of the Property, and (ix) other reasonable expenses related to the
<br /> Common Areas .
<br /> Notwithstanding the preceding two paragraphs , Operating Expenses expressly do not include
<br /> (I) depreciation on the Property or equipment or personal property therein, (II) interest on loans to Landlord,
<br /> (III) executive salaries, (IV) real estate brokers ' commissions or other expenses in connection with the
<br /> negotiation or preparation of a lease with present or prospective tenants of the Building, (V) the costs of
<br /> capital improvements unless Landlord installs a new or replacement capital item for the purpose of reducing
<br /> Operating Expenses, and then only the cost thereof as reasonably amortized by Landlord with reasonable
<br /> interest on the unamortized amount shall be included in Operating Expenses for each year; (VI) the cost of
<br /> correcting defects in the initial design or construction of the Building or expansion; (VII) any costs or
<br /> expenses incurred by Landlord in bringing the Property or Building or any portion thereof into compliance
<br /> with any applicable federal, state or local statutes, codes, ordinances or rules including, without limitation,
<br /> the Americans with Disabilities Act, as a result of a violation existing as of the Lease Commencement Date;
<br /> (VIII) the costs relating to the restoration obligations of Landlord with respect to the Property, Building, or
<br /> the Demised Premises following a casualty to the extent reimbursed by insurance ; and (IX) reserves for
<br /> anticipated future expenses .
<br /> For any partial calendar year during the Term, the amount shown as due by Tenant on the Statement
<br /> of Actual Adjustment shall reflect a proration based on the proportion that the number of days this Lease
<br /> OCAC Lease Page 25
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