Health Net 2009 Annual Report Download - page 376

Base Year, Operating Expense for the Base Year shall be deemed increased (i.e., “grossed up”) by the amounts Landlord would
have incurred during the Base Year with respect to such expense. If any Operating Expense, though paid in one year, relates to
more than one Operating Year, such Operating Expense shall be proportionately allocated among such related Operating Years.
If any portion of the Project is covered by a warranty or service agreement at any time during the Base Year and to the extent the
Project is not covered by such warranty or service agreement during a subsequent Operating Year, Operating Expenses for the
Base Year shall be deemed increased by such amount as Landlord would have incurred during the Base Year with respect to the
items or matters covered by the subject warranty or service agreement, had such warranty or service agreement not been in
effect during the Base Year. In no event shall Landlord collect in total, from Tenant and all other tenants of the Project, an
amount greater than one hundred percent (100%) of the Operating Expenses during any year of the Term.
(v) “Estimated Operating Expenses” shall mean Landlord’s estimate of Operating Expenses for the following Operating
Year, adjusted, if (at any time during the entire Operating Year) less than ninety-five percent (95%) of the total Rentable Area of
the Project had been occupied, as if ninety-five percent (95%) of the total Rentable Area of the Project had been occupied, and
as if all tenants were paying full rent (as opposed to free rent or half-rent, it being the intention that any expense, such as a
management fee, that varies with the amount of rent paid shall be calculated as if all tenants were paying full rent), for the entire
Operating Year.
(vi) “Actual Operating Expenses” shall mean the actual Operating Expenses for any Operating Year, adjusted, if (at any
time during the entire Operating Year) less than ninety-five percent (95%) of the total Rentable Area of the Project had been
occupied, as if ninety-five percent (95%) of the total Rentable Area of the Project had been occupied, and as if all tenants were
paying full rent (as opposed to free rent or half-rent, it being the intention that any expense, such as a management fee, that
varies with the amount of rent paid shall be calculated as if all tenants were paying full rent), for the entire Operating Year.
(vii) “Property Taxes” shall mean all real and personal property taxes and assessments and charges imposed by any
governmental authority or agency on the Project; any assessments levied in lieu of such taxes; any tax on or measured by gross
rents received from the rental of space in the Project; and any other costs levied or assessed by, or at the direction of, any
federal, state, or local government authority in connection with the use or occupancy of the Project or the Premises or the
parking facilities serving the Project; any tax on this transaction or any document to which Tenant is a party creating or
transferring an interest in the Premises, and any expenses, including the reasonable cost of attorneys or experts, incurred by
Landlord in seeking reduction by the taxing authority of the above-referenced taxes, but only to the extent of any tax refunds
obtained as a result of an application for review thereof; but shall not include (a) any net income, franchise, estate, inheritance
taxes, documentary transfer taxes (other than with respect to this Lease, if any), or any gross receipts tax levied solely by reason
of the existence of Landlord as a particular entity (as opposed to any gross receipts tax levied as a function of gross rents
collected by Landlord whether or not Landlord exists as a particular entity); (b) any increase in Property Taxes to the extent
resulting solely from a change of ownership reassessment under Proposition 13, but excluding any increase in Property Taxes
resulting from the first such change of ownership; or (c) any cost or expense that is specifically excluded from the definition of
Operating Expenses. If the Project is not fully assessed for Property Taxes during the Base Year, the Property Taxes for the Base
Year shall be grossed up to reflect what they would have been had the Project been fully assessed during the Base Year.
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