Common use of Operating Expenses Clause in Contracts

Operating Expenses. From and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.

Operating Expenses. From (a) Landlord’s CAM Expenses, the Utility Expenses and after the occurrence of a Sweep Event (taking into account BorrowerInsurance Expenses are collectively referred to as “Landlord’s deposit of Rents Operating Expenses” and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month be determined and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof)provisions of this Article 5. (b) Tenant shall pay to Landlord Tenant’s Proportionate Share of the amount by which Landlord’s CAM Expenses for any Lease Year during the Term exceeds the Base CAM Expenses. Tenant’s Proportionate Share of Landlord’s CAM Expenses for less than a full Lease Year will be prorated. (c) Tenant shall pay to Landlord Tenant’s Proportionate Share of the amount by which the Utility Expenses for any Lease Year during the Term exceeds the Base Utility Expenses. Tenant’s Proportionate Share of the Utility Expenses for less than a full Lease Year will be prorated. (d) Tenant shall pay to Landlord Tenant’s Proportionate Share of the amount by which the Insurance Expenses for any Lease Year during the Term exceeds the Base Insurance Expenses. Tenant’s Proportionate Share of the Insurance Expenses for less than a full Lease Year will be prorated. (e) Notwithstanding anything to the contrary contained in this Section 5.1, Tenant shall not be obligated to pay Controllable Operating Expenses (as hereinafter defined) for any Lease Year which amounts shall be shall be transferred by or at are more than one hundred five percent (105%) of the direction Controllable Operating Expenses for the immediately prior Lease Year, plus the aggregate amount of Lender into an Account established to hold such funds the Excess Controllable Operating Expenses for any prior Lease Years, if any (the “Operating Expense AccountCap”). Amounts deposited pursuant to this Section 6.5 are referred to herein as If the Controllable Operating Expenses for any Lease Year exceed the Expense Cap for such Lease Year (the “Excess Controllable Operating Expense FundsExpenses”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender then Landlord shall disburse carry forward such Excess Controllable Operating Expenses to the first Lease Year in which the Controllable Operating Expenses for such Lease Year are less than the Expense Funds Cap for such Lease Year (but only up to Borrower out the amount of the Expense Cap for such Lease Year). Landlord may add the Excess Controllable Operating Expenses to the Landlord’s Operating Expenses (but only up to the amount of the Expense Account to pay Approved Cap) for as many Lease Years as necessary until the Excess Controllable Operating Expenses are paid in full by Tenant. For purposes hereof, the term “Controllable Operating Expenses, within fifteen ” shall mean the cost of (151) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; maintaining and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay repairing the previously identified Approved Operating Expenses and (z) that all outstanding trade payables HVAC systems (other than those to be paid from the requested disbursement or those constituting Permitted Indebtednesscost of new parts and equipment), (2) have been paid Landlord’s general repair and maintenance obligations under this Lease (other than the cost of new parts and equipment), (3) providing the Janitorial Services set forth in fullSection 9.7, and (B4) documentation satisfactory to Lender as landscaping services (other than snow removal). Notwithstanding anything to the amountcontrary contained in this Section 5.1(e), necessity Controllable Operating Expenses shall not be subject to the Expense Cap for any Controllable Operating Expenses which increases as a result of any of the following events: (1) the labor unions providing services relating to a Controllable Operating Expense enter into a new labor union contract, (2) the vendors providing the services relating to a Controllable Operating Expense unionize and purpose thereforenter into a labor union contract, or (3) any Excusable Delay.

Operating Expenses. From All costs and after expenses, other than Real Estate Taxes, with respect to the occurrence operation and maintenance of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property shall be prorated between Buyer and Seller as of the Adjustment Time, including all fees and charges for such month sewer, water, electricity, heat and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional fundsair-conditioning service and other utilities; charges under those Service Contracts, if any, assigned and assumed by Buyer; and periodic fees payable under transferable licenses and permits for Extraordinary Expenses requested by Borrower the operation of any of the Property. Such costs and approved by Lender expenses shall be prorated as of the Adjustment Time such that Seller shall be responsible for all such costs and operating expenses attributable on an accrual basis to the period prior to the Adjustment Time and Buyer shall be responsible for all such costs and expenses attributable on an accrual basis to the period from and after the Adjustment Time. If invoices or bills for any of such costs and expenses are unavailable on or before the Closing Date, such costs and expenses shall be estimated and prorated at Closing based upon the latest information available (including prior bills and operating history) and a final and conclusive readjustment of any cost and expense item shall be made upon receipt of the actual invoice or ▇▇▇▇, but in accordance all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Buyer shall take all commercially reasonable steps to effectuate the transfer to Buyer’s name as of the date of Closing of all utilities which are in Seller’s name, and where necessary, open a new account in Buyer’s name and post deposit with the terms hereof)utility companies. Buyer and Seller shall cooperate to have all utility meters read by the appropriate utility companies as of the date of Closing. If Buyer and Seller are unable to obtain such final meter readings as of the Closing Date from all applicable meters, which amounts utility expenses related to such meters shall be estimated at Closing based upon the operating history of the Property subject to the final adjustment in all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Seller shall be transferred entitled to recover any and all deposits held by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein any utility companies for utilities in Seller’s name as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender date of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforClosing.

Operating Expenses. From (a) During the Lease Term, Tenant shall continue to pay, as rent, the amounts and after charges provided in Section 6 of the occurrence Original Lease, as amended by Section 7 of a Sweep Event the Addendum, with respect to Tenant's Building Proportionate Share and Tenant's Site Proportionate Share, as the case may be, of the Operating Expenses, together with all other amounts and charges payable by Tenant to Landlord under the Lease, except that commencing on October 1, 2012, the Base Year shall be changed to 2013. (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount b) Notwithstanding anything set forth herein to the contrary, commencing as of January 1, 2014 and continuing thereafter during the Lease Term, in connection with determining the Approved Annual Budget amount of Tenant's Building Proportionate Share and Tenant's Site Proportionate Share, as the case may be, of Operating Expenses, the Operating Expenses shall not be deemed to have increased in any year by more than four percent (4%) of actual Operating Expenses for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle Americaimmediately preceding year, LLC pursuant on a cumulative basis (i.e., to the Waste Management Lease (extent that any portion of the cap is unused in a particular year, such unused portion, together with any additional funds, if any, for Extraordinary Expenses requested by Borrower unused portions from prior years shall be carried forward and approved by Lender added to the 4% cap in accordance with the terms hereoffollowing year), which amounts exclusive of Excluded Items. "Excluded Items" means capital amortization, removal of snow and ice, utility costs, insurance premiums and taxes. The aforesaid Excluded Items shall be shall be transferred by or at deducted before the direction cap is applied to the determination of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein Tenant's Building Proportionate Share and Tenant's Site Proportionate Share, as the “Operating Expense Funds”. Provided no Event case may be, of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default increases for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereofTenant shall pay its actual Building Proportionate Share and Tenant's Site Proportionate Share, (y) that all previous disbursements have been or will be used to pay as the previously identified Approved case may be, of increases for Operating Expenses and (z) that for each year for all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as such Excluded Items. Notwithstanding anything to the amountcontrary, necessity Landlord may not recover more than 100% of the Tenant's Building Proportionate Share and purpose thereforTenant's Site Proportionate Share of Operating Expenses from Tenant in any calendar year, subject to adjustment as provided in Paragraph 6.8 of the Original Lease.

Operating Expenses. From (a) Throughout the Term, Tenant shall pay on a monthly basis, without demand, as Additional Rent for the Premises, Tenant's Proportionate Share of the Operating Expenses (as defined in SECTION 4.01(b) hereof). Such payments shall be made as follows: (1) Prior to the Commencement Date and after on the occurrence first day of a Sweep Event January of each year during the Term, or as soon thereafter as is practicable, Landlord shall furnish Tenant with Landlord's estimate of the Operating Expenses for the forthcoming year. On the first day of each month during such year, Tenant shall pay one-twelfth (taking into account Borrower’s deposit 1/12th) of Rents and Gross Revenues in accordance Tenant's Proportionate Share of the estimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Section 6.1), Borrower shall deposit with or on behalf of Lender Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term, then, until the first day of the calendar month following the month in which Tenant is given Landlord's estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the first day of each Monthly Payment Date calendar month the monthly amount set forth in the Approved Annual Budget sum payable by Tenant under this SECTION 4.01 for the following month of December of the preceding year. (2) On the first day of April of each year during the Term, or as being necessary for payment soon thereafter as reasonably practical, Landlord shall furnish to Tenant a statement of Approved the actual Operating Expenses at for the Property for such month and which are not otherwise paid preceding year. Within thirty (30) days after the delivery of that statement, a lump sum payment will be made by WM Recycle America, LLC pursuant Tenant equal to the Waste Management Lease (together with any additional fundsamount, if any, for Extraordinary by which Tenant's Proportionate Share of the actual Operating Expenses requested by Borrower and approved by Lender in accordance with exceeds the terms hereof)amount, if any, which amounts shall be shall be transferred by or at Tenant has paid toward the direction of Lender into an Account established to hold such funds (the “estimated Operating Expense Account”). Amounts deposited Expenses pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”SECTION 4.01(a)(1) above. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out If Tenant's Proportionate Share of the actual Operating Expense Account Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to pay Approved SECTION 4.01(a)(1) above, Landlord shall apply such amount to the next accruing installments of Rent due hereunder. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of any change in Landlord's estimate of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. Landlord also shall have the right to ▇▇▇▇ Tenant for understatements in Operating Expenses charged to Tenant for only the immediately preceding two (2) calendar years and Tenant shall reimburse Landlord for such understated charges within fifteen thirty (1530) days after delivery receipt of an invoice from Landlord. The effect of this SECTION 4.01(a) is that Tenant will pay during each year during the Term Tenant's Proportionate Share of actual Operating Expenses. (3) If the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of December, the actual Operating Expenses for the year in which the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by Borrower to Lender a fraction, the numerator of which shall be the number of days during such fractional year falling within the Term, and the denominator of which is 365 (or 366, in the case of a request therefor leap year). The provisions of this SECTION 4.01 shall survive the Expiration Date or any sooner termination provided for in this Lease. (but not more often than once per month)b) As used in this Lease, in increments "OPERATING EXPENSES" means all expenses, costs, and disbursements of at least $10,000every kind which Landlord incurs, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used pays or becomes obligated to pay in connection with the operation, repair, and maintenance of the Building, which cost shall include all expenditures by Landlord to maintain all facilities in operation at the beginning of the term and such Approved additional facilities installed in subsequent years as Landlord may consider necessary or beneficial for the operation of the Building in a first class manner. All Operating Expenses shall be determined according to generally accepted accounting principles (which shall be consistently applied) and a description thereofshall include, (y) that all previous disbursements have been or will be used to pay but are not limited to, the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.following:

Operating Expenses. From All costs and after expenses, other than Real Estate Taxes, with respect to the occurrence operation and maintenance of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property shall be prorated between Buyer and Seller as of the Adjustment Time, including all fees and charges for such month sewer, water, electricity, heat and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional fundsair-conditioning service and other utilities; charges under those Service Contracts, if any, assigned and assumed by Buyer; and periodic fees payable under transferable licenses and permits for Extraordinary Expenses requested by Borrower the operation of any of the Property. Such costs and approved by Lender expenses shall be prorated as of the Adjustment Time such that Seller shall be responsible for all such costs and operating expenses attributable on an accrual basis to the period prior to the Adjustment Time and Buyer shall be responsible for all such costs and expenses attributable on an accrual basis to the period from and after the Adjustment Time. If invoices or bills for any of such costs and expenses are unavailable on or before the Closing Date, such costs and expenses shall be estimated and prorated at Closing based upon the latest information available (including prior bills and operating history) and a final and conclusive readjustment of any cost and expense item shall be made upon receipt of the actual invoice or ▇▇▇▇, but in accordance all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Buyer shall take all commercially reasonable steps to effectuate the transfer to Buyer's name as of the date of Closing of all utilities which are in Seller's name, and where necessary, open a new account in Buyer's name and post deposit with the terms hereof)utility companies. Buyer and Seller shall cooperate to have all utility meters read by the appropriate utility companies as of the date of Closing. If Buyer and Seller are unable to obtain such final meter readings as of the Closing Date from all applicable meters, which amounts utility expenses related to such meters shall be estimated at Closing based upon the operating history of the Property subject to the final adjustment in all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Seller shall be transferred entitled to recover any and all deposit held by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein any utility companies for utilities in any Seller's name as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender date of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforClosing.

Operating Expenses. From and after The amount of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount Annual Operating Expenses set forth in Section 1(g) above represents Tenant’s Share of the Approved Annual Budget estimated Operating Expenses for the following month as being necessary for payment of Approved calendar year in which the Term commences. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. By April 30th of each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property Property), Landlord shall provide Tenant with a statement of Operating Expenses for such month and which are not otherwise paid by WM Recycle Americathe preceding calendar year or part thereof. Within 30 days after delivery of the statement to Tenant, LLC pursuant Landlord or Tenant shall pay to the Waste Management Lease (together with other the amount of any additional fundsoverpayment or deficiency then due from one to the other or, if anyat Landlord’s option, Landlord may credit Tenant’s account for Extraordinary Expenses requested by Borrower and approved by Lender in accordance any overpayment. If Tenant does not give Landlord notice within 30 days after receiving Landlord’s statement that Tenant disagrees with the terms hereof)statement and specifying the items and amounts in dispute, which amounts Tenant shall be shall be transferred by deemed to have waived the right to contest the statement. Landlord’s and Tenant’s obligation to pay any overpayment or at deficiency due the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited other pursuant to this Section 6.5 are referred to herein as shall survive the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes expiration or termination of this Section provided such Sweep Event terminates as Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved allocating Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender including the method of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved allocating Operating Expenses and to various types of space within the Building to reflect any disparate levels of services provided to different types of space. If the Building is not fully occupied during any period, Landlord may make a description thereof, (y) that all previous disbursements have been or will be used to pay reasonable adjustment based on occupancy in computing the previously identified Approved Operating Expenses and (z) for such period so that all outstanding trade payables (other than those to be paid from Operating Expenses are computed as though the requested disbursement or those constituting Permitted Indebtedness) have Building had been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforfully occupied.

Operating Expenses. From and after Tenant agrees to pay without notice, demand, deduction, counterclaim, set-off or abatement of any kind, Tenant's Pro Rata Share of Landlord's operating expenses for the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount Building and/or Project as set forth in Section 2.06 ("Operating Expenses"). Landlord shall invoice Tenant monthly for Tenant's Pro Rata Share of the Approved Annual Budget estimated Operating Expenses for each calendar year commencing on the Commencement Date and may adjust such share each subsequent year based upon anticipated Operating Expenses. Twice yearly Landlord is entitled to adjust the estimated Operating Expenses to reflect current or anticipated Operating Expenses. Notwithstanding anything to the contrary set forth in this Section 2.05, when determining Tenant's Pro Rata Share of Operating Expenses for calendar years subsequent to the first full calendar year of the Term, Tenant's Pro Rata Share of Operating Expenses for such calendar years shall not increase more than five percent (5%) from the immediately preceding calendar year. Calculation of increases in Tenant's Pro Rata Share of Operating Expenses subsequent to the first full calendar year of the Term shall be on a cumulative basis, i.e. if Tenant's Pro Rata Share of Operating Expenses increases three percent (3%) from the immediately preceding calendar year, then Tenant's Pro Rata Share of Operating Expenses may increase seven percent (7%) for the immediately following month as being necessary for payment calendar year. Provided, the foregoing cap on Tenant's Pro Rata Share of Approved Operating Expenses at shall not apply to utilities (water, sewer, gas, electricity and telephone) for the Property for Common Areas and trash removal. Tenant's Pro Rata Share of such month Operating Expenses (water, sewer, gas, electricity and which are not otherwise paid by WM Recycle America, LLC pursuant to telephone) shall always be based upon the Waste Management Lease (together with any additional fundsactual amount of such expenses. Provided further, if anythe Building or Project is not fully leased, with respect to calculating the foregoing cap, Landlord will be entitled to gross-up management fees as if the Building or Project had been fully leased and fully assessed by all taxing authorities for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”previous calendar year. Provided no Event of Default has occurred and is continuing exists, Tenant may, at its own expense (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates except as and when required under Section 6.8set forth below), Lender shall disburse Operating Expense Funds audit Landlord's books relevant to Borrower out of the Operating Expense Account Expenses. With respect to pay Approved such audit, Tenant 1) may review Landlord's books during office hours, 2) must perform such audit at the location of Landlord's books, 3) must request such audit within sixty (60) days of receipt of its annual reconciliation of Operating Expenses, 4) must deliver to Landlord a copy of the results of such audit within fifteen (15) days after delivery by Borrower of its completion, and 5) may not audit the same calendar year more than one time. Assignees of Tenant may only audit periods for which they occupy the Leased Premises and subtenants of Tenant are not entitled to Lender any audit rights. If an audit reveals that Landlord has over charged Tenant for its Pro Rata Share of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been by 3% or will be used to pay more Landlord shall reimburse Tenant its reasonable documented out-of-pocket expenses associated with such audit along with the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforamount by which Tenant overpaid.

Operating Expenses. From and after (a) For each calendar year occurring during the occurrence Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense AccountShare”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8)However, Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expense; Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such disbursement is accompanied by calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) an Officer’s Certificate certifying (x) that Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullcalendar year, and (B) documentation satisfactory to Lender for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as to the amount, necessity and purpose thereforprovided in Section 2.2(f).

Operating Expenses. From 3.3.1 Commencing on the Commencement Date for each of Powered Shell-A and after the occurrence Server Room, Powered Shell-C, and Powered Shell-B and the Operational Space, Tenant shall be obligated to pay to Landlord as Additional Rent an amount equal to Operating Expenses (Actual) for such component of the Building. 3.3.2 No later than sixty (60) days prior to the date that Landlord reasonably anticipates the Commencement Date to occur, Landlord shall provide to Tenant a Sweep Event statement of the Operating Expenses (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget Projected) for the following month as being necessary for payment period commencing on the Commencement Date and ending on the last day of Approved the calendar year in which the Commencement Date occurs. In addition, no later than sixty (60) days before the beginning of each calendar year thereafter, Landlord shall provide to Tenant a statement of the Operating Expenses at (Projected) for the Property for such month immediately following calendar year. Such initial statement of the Operating Expenses (Projected) and which are not otherwise paid by WM Recycle America, LLC pursuant to each subsequent statement of the Waste Management Lease Operating Expenses (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 Projected) are referred to herein as the “Operating Expense FundsExpenses Budget”. Provided no Event Each Operating Expenses Budget shall be subject to Tenant’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, it shall be unreasonable for Tenant to withhold its approval of Default any proposed Operating Expenses Budget unless Tenant is able to demonstrate and reasonably justify an alternative budget that will result in fifteen (15%) or more in annual savings as compared to the proposed Operating Expenses Budget. 3.3.3 Tenant shall pay each Projected Operating Expenses Installment to Landlord the first day of each month during the Term of the Lease. Until Tenant has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out received the statement of the Operating Expense Account Expenses (Projected) from Landlord, Tenant shall continue to pay Approved Projected Operating ExpensesExpenses Installments to Landlord in the same amount (if any) as required for the last month of the prior calendar year. Upon ▇▇▇▇▇▇’s receipt of such statement of the Operating Expenses (Projected), Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the amount paid by ▇▇▇▇▇▇ as Projected Operating Expenses Installments prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. Landlord shall provide Tenant a statement on or before May 15 after the end of each calendar year, showing Operating Expenses (Actual) as compared to the Operating Expenses (Projected) for such calendar year. If the Operating Expenses (Actual) for such calendar year exceeds the aggregate of the Projected Operating Expenses Installments collected by Landlord from Tenant, Tenant shall pay to Landlord, within fifteen thirty (1530) days after delivery following ▇▇▇▇▇▇’s receipt of such statement, the amount of such excess. However, if the Operating Expenses (Actual) for such calendar year is less than the aggregate of Projected Operating Expenses Installments collected by Borrower Landlord from Tenant, Landlord shall pay to Lender Tenant, within thirty (30) days following ▇▇▇▇▇▇’s receipt of such statement, the amount of such excess. Landlord shall have the right from time to time during each calendar year to propose an update to the Operating Expenses (Projected) and provide Tenant with a revised statement thereof, which proposed update shall be subject to Tenant’s approval rights set forth in Section 3.3.2 above. Thereafter, Tenant shall pay Projected Operating Expenses Installments on the basis of the revised statement. If the Commencement Date is not the first day of a request therefor calendar year, or the expiration or earlier termination date of this Lease is not the last day of a calendar year, the Operating Expenses (but not more often than Actual) shall be prorated. The foregoing adjustment provisions shall survive the expiration or termination of the Term of this Lease. 3.3.4 Landlord agrees to keep books and records reflecting the Operating Expenses of the Property in accordance with generally accepted accounting principles. Tenant, at its expense, shall have the right, once per monthyear, within twelve (12) months after receiving Landlord’s statement of Operating Expenses (Actual) for a particular year, to audit Landlord’s books and records relating to the Operating Expenses as the case may be for such year. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual), Tenant shall be deemed to have approved such statement in increments all respects. Such audit shall be conducted by an independent, nationally recognized accounting firm. For the avoidance of at least $10,000doubt, provided (i) such disbursement is for an Approved Operating Expense; any all information obtained through the Tenant’s audit with respect to financial matters and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will any other matters pertaining to Landlord and/or the Property, as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be used subject to pay such Approved the provisions of Section 17.19 hereof. Notwithstanding the foregoing, if the amount of Operating Expenses and a description thereof, (yActual) that all previous disbursements set forth in Landlord’s statement is determined by ▇▇▇▇▇▇’s audit to have been overstated by Landlord by more than [***], Landlord shall reimburse Tenant for such overcharge and the commercially reasonable, out of pocket hourly or will be used to pay the previously identified Approved Operating Expenses flat fee costs and (z) that all outstanding trade payables (other than those to be expenses paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid by Tenant in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforconnection with ▇▇▇▇▇▇’s review.

Operating Expenses. From and after As additional rent during the occurrence Term, Tenant shall pay to Landlord an amount equal to the product obtained by multiplying (i) Tenant's Share of a Sweep Event Operating Expenses (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount as set forth in paragraph 1 above) by (ii) the Approved Annual Budget amount which Landlord expends for Operating Expenses for the following month as being Term hereof. "Operating Expenses" shall include all reasonable and necessary expenses actually incurred by Landlord for payment the operation, cleaning, maintenance (including but not limited to preventive maintenance), repair and property management of Approved the Building and the Property and, if applicable, the Project, including, without limitation, the roof and walls (other than for the structural repair of such roof and walls), utility systems and related equipment serving all of the Building or the Project and all walks, driveways, parking areas, loading areas, lawns and landscaping. Among the items included in Operating Expenses at under the foregoing definition are expenses for utilities furnished to the common areas of the Building and Property and fees and charges paid to the property manager for the Building; provided, however, the amount of the property manager's fee included in Operating Expenses of the Building for any calendar year shall not exceed an amount equal to five percent (5%) of the gross receipts received by Landlord from the Building for such month calendar year. If Landlord determines that a utility system and related equipment or portion thereof serves one or more tenant suites in addition to the Premises but less than all of the tenant suites in the Building or the Project, the system and equipment or portion thereof, as applicable, which are serves the Premises and such additional suites, to the extent the operation, cleaning, maintenance, repair and/or replacement thereof is not otherwise paid the responsibility of the applicable utility company, shall be deemed a part of the Building and the Project for the purposes of this subparagraph 8(a), except that the amount of the reimbursement by WM Recycle America, LLC Tenant to Landlord for such items shall be separately stated and shall be determined by multiplying the reasonable and necessary expenses incurred by Landlord for such items by the percentage which the Premises is of the total space leased or available for lease which is served by such systems and equipment or portion thereof instead of by the Tenant's Share of Operating Expenses as set forth in paragraph 1. Sums payable by Tenant pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender this subparagraph shall be paid in accordance with the terms hereofprovisions of subparagraph 5(e) above. Landlord may enter upon the Premises to the extent necessary or appropriate to do any work described in this subparagraph 8(a), which amounts Landlord shall not be shall be transferred liable for any inconvenience, annoyance, disturbance, loss of business or other damage of Tenant by reason of performing any such work or at on account of bringing materials, tools, supplies or equipment into or through the direction of Lender into an Account established to hold such funds (Premises during the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description course thereof, (y) that all previous disbursements have been or will and the obligations of Tenant under this Lease shall not be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforaffected thereby.

Operating Expenses. From (1) The Additional Rent charges for the Operating Expenses for the Total Rented Space shall be reasonably estimated on a monthly basis, and such monthly estimate shall be payable commencing on July 1, 2013 and thereafter with the monthly payment of Minimum Rent and other Additional Rent. An adjustment to the estimated payments shall be made by the Landlord each year after the occurrence actual cost and expense of the Operating Expenses of the prior year is known and any overpayments shall be credited against the next months’ Additional Rent payments due hereunder. Any underpayments shall be paid by the Tenant to the Landlord within the next month’s Additional Rent payment next due hereunder, subject to any grace period set forth hereunder. (2) Landlord shall give Tenant each calendar year during the Term of this Lease by July 1 of each year, a Sweep Event statement showing the amount of the Operating Expenses for the Total Rented Space for the immediately preceding calendar year and an estimate of Tenant’s annual cost for the current year (taking into account Borrowerhereafter referred to as the “Statements”) for the Total Rented Space. Failure by Landlord to give a Statement shall not constitute a waiver by Landlord of its right to require Tenant’s deposit payment of Rents the previous year’s Operating Expenses. Provided, however, if the Statement for the previous year is not given to Tenant by July 1 of each year during the Term, Tenant shall not be obligated to pay Operating Expenses until a Statement is given to Tenant. (3) If the Tenant shall dispute in writing any specific item or items or amounts included by the Landlord in any Statement furnished by the landlord to the Tenant and Gross Revenues such dispute is not amicably settled between the Landlord and the Tenant within one hundred eighty (180) days after the Statement therefor has been rendered, either party may, during the one hundred eighty (180) days next following the expiration of the first mentioned one hundred eighty (180) days (upon written notice to the other party accompanied by a copy of its letter of submission setting forth the items of dispute) refer such disputed item or items to arbitration in accordance with Section 6.1)34 of this Lease and the decision rendered in such arbitration shall be conclusive and binding upon the Landlord and the Tenant. In no event, Borrower however, shall deposit with any dispute or on behalf the submission of Lender on same to arbitration be grounds for any delay or before each Monthly Payment Date reduction by the monthly amount Tenant in the payment of the monies due to the Landlord as reflected in the Statement in question, except as set forth hereinabove. The Landlord shall have the right, for a period of twelve (12) months after the rendering of any Statements (or for a longer period, if reasonably required in order to ascertain the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant facts) to send corrected Statements to the Waste Management Lease Tenant, and the Tenant shall pay any amount indicated therein to be due to the Landlord within one hundred twenty (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15120) days after delivery such corrected Statement has been rendered. If the Tenant shall not so dispute any item or items of any Statement or corrected Statement within sixty (60) days after such Statement or corrected Statement has been rendered, the Tenant shall be deemed to have approved such Statement or corrected Statement. (4) The Landlord shall keep, for a period of one (1) year after Statements are rendered as provided in this Section 5.G., records in reasonable detail of the items covered by Borrower such Statements and shall permit the Tenant, upon the giving of reasonable prior notice, to Lender of a request therefor (but not more often than once per month)examine and audit such records to verify such Statements, in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforreasonable times during business hours.

Operating Expenses. From and after (i) Tenant shall pay, as Additional Rent, its pro-rata share of the occurrence "Operating Expenses" (as defined below). Tenant's pro-rata share shall be determined by multiplying the total amount of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at incurred by Landlord in any calendar year by a fraction, the numerator of which shall be the number of gross leasable square feet of space deemed to be contained within the exterior boundaries of the Premises, which on the date hereof is two hundred thousand (200,000) square feet, and the denominator of which shall be the then existing number of square feet of gross leasable area of improvements on the Property for such month (excluding mezzanine and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional fundsbasement, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with excluding the terms hereofsquare footage attributable to any other tenants at the Property that are maintaining their own Common Area at their own cost and expense), which amounts on the date hereof is five hundred eighty-two thousand one hundred fifty (582,150) square feet. Initially, Tenant's pro rata share of Operating Expenses is thirty-four and thirty-six/one-hundredths percent (34.36%), subject to adjustment in the event Tenant exercises its right to expand the Premises pursuant to Section 9.24 or Landlord expands the improvements on the Property. The amount of Tenant's pro-rata share of Operating Expenses for a particular calendar year shall be estimated annually by Landlord and written notice thereof shall be transferred by or at given to Tenant for each calendar year. Landlord's estimate shall be based on the direction of Lender into an Account established evidence then available to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant Landlord with respect to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved its Operating Expenses, within fifteen and shall be revised during the year as better information becomes available. Tenant shall pay monthly, as Additional Rent, at the same time as the monthly installment of Base Rent is due, an amount equal to one-twelfth (151/12) days after delivery by Borrower of Tenant's estimated pro-rata annual share of such Operating Expenses. Such estimated amount shall be reconciled on an annual basis and Tenant shall promptly pay to Lender Landlord, or Landlord shall promptly pay or provide a credit to Tenant (against the next installment of a request therefor (but not more often than once per monthBase Rent and Additional Rent coming due), in increments for the difference between Tenant's pro-rata share of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved the actual Operating Expenses and a description Tenant's estimated monthly payments theretofore paid with respect to each calendar year (or portion thereof, (y) that all previous disbursements have been or will be used to pay during the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforterm.

Operating Expenses. From (a) During the term of this Lease, Tenant shall pay as additional rent an amount (per each square foot within the Premises) equal to the excess ("Excess") from time to time by which the per square foot Basic Cost (which shall be calculated by dividing the Basic Cost by the total rentable square feet in the Building) exceeds the Base Year stop. Landlord, at its option, may collect such additional rent for each calendar year in a lump sum, to be due and payable within thirty (30) days after Landlord furnishes to Tenant a statement of actual Basic Cost for the occurrence previous year, or, beginning with the first day of the thirteenth month following the Commencement Date, and on each January 1, thereafter, Landlord shall also have the option to make a Sweep Event good faith estimate of the Excess for each upcoming calendar year and may require the monthly payment of such additional rent equal to one-twelfth (taking into account Borrower’s deposit 1/12) of Rents such estimate. (b) By May 1 of each calendar year during Tenant Ma occupancy and Gross Revenues the calendar year following termination of this Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a statement of Landlord's actual Basic Cost for the previous year. If for any calendar year additional rent collected for the prior year as a result of Landlord's estimate of Basic Cost is (1) in excess of the additional rent actually due during such prior year, then Landlord shall either credit such overpayment towards Tenant's estimated share of operating expenses for the next year or refund to Tenant any overpayment, or (ii) less than the additional rent actually due during such prior year, then Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) Each statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within sixty (60) days after receipt of such statement, Tenant delivers to Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect. Pending the determination of such dispute, Tenant shall pay without delay the full amount of the additional rent payable by Tenant in accordance with Section 6.1)each such statement that Tenant is disputing. Without limiting the preceding sentence, Borrower Tenant, or a certified public accountant acting as Tenant's agent, shall deposit with have the right, during Landlord's normal business hours and after reasonable notice, to inspect the books and records of Landlord applicable to the determination of any statement of any additional rent payable by Tenant for the purpose of verifying in good faith the information contained in such statement for a period of up to one year after the receipt of such statement by Tenant. In the event that Tenant's inspection discloses that Landlord's bill▇▇▇▇ ▇▇ Tenant for increased Operating Expenses exceeded by five percent (5%) the actual operating expenses attributable to Tenant, then Landlord shall refund the difference as noted in subsection (b) and will pay Tenant for the reasonable expense incurred for an independent third-party in performing such inspection, but in any event not more than 61,000.00. (d) Should Tenant require any additional work or on behalf service, including but not limited to heating, ventilation and sir conditioning ("HVAC") furnished outside Landlord's normal operating hours of Lender on 8:00 a.m. to 6:00 p.m., Monday through Friday, 8:00 a.m. to WOO p.m., Saturday, excluding holidays, Landlord may, upon reasonable advance notice by Tenant, furnish such additional services at a charge of $50.00 per hour, subject to upward adjustment due to increases in utilities and wage expenses, it being agreed that the Cost to the Landlord of such additional services shall not be considered or before each Monthly Payment Date treated as Basic Cost. (e) Landlord may, at any time in its sole discretion, require separate metering for gas, electric power or for any other utility service required by Tenant if such service la deemed by Landlord to be in exceed of Building standard usage or for any other reason, in which case the monthly Cost of such metering shall be at Tenant's sole cost and expense, due and payable upon demand by Landlord, and in which event Tenant shall pay for all such utility service in excess of its normal and customary usage, as metered. For any utility services that are separately metered as prescribed herein, the amount set forth of amid services which had been included in the Approved Annual Budget for calculation of the following month as being necessary for payment Base Year Stop or the calculation of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant Basic Cost shall be excluded therefrom. (f) Notwithstanding any expiration or termination of this Lease prior to the Waste Management end of the Lease (together with Term, Tenant's obligations to pay any and all additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited rent pursuant to this Section 6.5 are referred Lease shall continue and shall cover all periods up to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes expiration or termination date of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account Lease. Tenant's obligation to pay Approved Operating Expenses, within fifteen (15) days after delivery any and all additional rent or other sums owing by Borrower Tenant to Lender Landlord under this Lease shall survive any expiration or termination of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforthis Lease.

Operating Expenses. From and after the occurrence Suite C-2 Commencement Date and continuing through the remainder of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues the Suite C-2 Term, in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date addition to the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at payable by Tenant respecting the Property Existing Premises, Tenant shall also pay for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to Tenant's Pro Rata Share of Operating Expenses respecting the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender Suite C-2 Expansion Space. Such amounts shall be payable in accordance with the terms hereof)of the Existing Lease; provided, which amounts however, any caps on increases in Operating Expenses respecting the Existing Premises shall be not apply to the Suite C-2 Expansion Space. During the Suite C-2 Tenn, Tenant's Pro Rata Share of Operating Expenses (exclusive of Taxes) respecting the Suite C-2 Expansion Space shall be transferred not increase by or at more than 5% per calendar year on a compounding and cumulative basis throughout the direction Suite C-2 Term (e.g. Tenant's Pro Rata Share of Lender into an Account established to hold such funds Operating Expenses (other than Taxes) for 2018 shall not exceed 105% of Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2017; Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2019 shall not exceed I 05% of the “maximum allowable amount of Tenant's Pro Rata Share of Operating Expense Account”Expenses (other than Taxes) pennitted for 2018). Amounts deposited pursuant By way of illustration, if Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the Suite C-2 Expansion Space for 2017 were to this Section 6.5 are referred to be $1.00 per rentable square foot per month, then Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the Suite C-2 Expansion Space for 2018 would not exceed $1.05 per rentable square foot per month, and Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the Suite C-2 Expansion Space for 2019 would not exceed $1. l 025 per rentable square foot per month. For the avoidance of doubt, nothing contained herein as shall limit in any way Tenant's liability for Taxes respecting the “Operating Expense Funds”Suite C-2 Expansion Space. Provided no Event of Default has occurred Landlord and is continuing (it being expressly understood Tenant acknowledge that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereofpayable by Tenant respecting the Suite C-2 Expansion Space, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforTenant's Pro Rata Share shall equal 6.3%.

Operating Expenses. From All costs of operation and after maintenance, and shall include the occurrence following costs by way of illustration, but not limited to: real property and personal property taxes and assessments; gross receipt taxes; water and sewer charges; insurance premiums; janitorial services; labor; costs incurred in the management of the Building; air conditioning and heating; supplies; materials; equipment; tools; and maintenance costs and upkeep of all parking and common areas (‘Operating Expenses” shall not include depreciation on the building of which the Premises are a Sweep Event part or equipment therein, loan payments, tenant improvements (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1except for repairs to tenant improvements), Borrower executive salaries or real estate brokers’ commissions). If the Operating Expenses paid or incurred by the Lessor for the Comparison Year, on account of the operation or maintenance of the building of which the Premises are a part, are in excess of the Operating Expenses paid or incurred for the Base Year (hereafter described as “the increase”), then Lessee shall deposit with or on behalf pay 0.0% of Lender the increase. This percentage is that portion of the total rentable area of the building occupied by the Lessee hereunder. Lessor shall endeavor to give to Lessee, on or before the first day of March of each Monthly Payment Date year following the Base Year (and each respective Comparison Year), a statement of “the increase” payable by Lessee hereunder. Failure by Lessor to give such statement by said date shall not constitute a waiver by Lessor of its right to require an increase in rent. The statement will show an estimate of the projected increase (“the increase”) which will be billed as twelve monthly installments, for the Comparison Year, and which will be added to the monthly amount rent. The monthly installments for the months prior to delivery of the statement, will be billed as one lump sum, and set forth in the Approved Annual Budget statement. All remaining monthly installments will be due and payable with each monthly rental payment. If, at the end of the first Comparison Year, “the increase” is determined to be greater than the estimated charges previously billed, then this increase shall be billed for the following month subsequent Comparison Year. Conversely if “the increase” is determined to be less than the increase previously billed then a credit for this amount will be deducted for ▇▇▇▇▇▇▇▇ for the subsequent Comparison Year. “The increase” for all subsequent Comparison Years, will be administered (billed) in the same manner as being necessary for payment the first Comparison Year (as described above.) Lessee may review Landlord’s operating statements in Landlord’s office. Even though the term has expired and Lessee has vacated the Premises, when the final determination is made of Approved Lessee’s share of Operating Expenses at for the Property for such month year in which this Lease terminates., Lessee shall immediately be billed, and which are not otherwise paid by WM Recycle America, LLC pursuant will pay to the Waste Management Lease (together with Lessor any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with increase due over the terms hereof), which amounts estimated expenses paid Conversely any overpayment made shall be shall be transferred immediately rebated by or at Lessor to Lessee. In the direction event of Lender into an Account established to hold such funds (increase, Lessor will have the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event option of Default has occurred and is continuing (it being expressly understood that deducting a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid reasonable sum from the requested disbursement or those constituting Permitted Indebtedness) have been paid Security Deposit to cover the amount of increase. Notwithstanding anything contained in full, and (B) documentation satisfactory to Lender as to this paragraph the amount, necessity and purpose thereforrental payable by Lessee shall in no event be less than the rent specified in paragraph 3 hereinabove.

Operating Expenses. From For the period commencing on January 1, 2011 and after ending on the occurrence Extended Termination Date, Lessee shall pay for Lessee’s Proportionate Share of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues the increase in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at over the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender Base Year in accordance with the terms hereof)of the Lease, which amounts as amended hereby, provided, however, during such period, the Base Year for the computation of Lessee’s Proportionate Share of Operating Expenses is amended from 2005 to 2011. Notwithstanding the foregoing or anything to the contrary set forth in Article 4 of the Lease, effective January 1, 2011, electricity for the Premises and the Building (to the extent that the Premises constitutes 100% of the Building and except to the extent attributable to the common areas of the Project and/or Property) shall no longer be a part of the definition of Utility and Service Costs (as defined in Section 4.03B of the Lease) and shall no longer be included as a part of Operating Expenses. Instead, electricity costs for the Premises and the Building (to the extent that the Premises constitutes 100% of the Building and except to the extent attributable to the common areas of the Project and/or Property) shall be treated as a separate and distinct category which shall no longer be subject to the Base Year and instead shall be transferred by or at subject to a Premises Electricity Cost Expense Stop as more fully described in Section V below. Lessor and Lessee acknowledge and agree that, pursuant to Section 4.05B of the direction Lease, Lessee owes Lessor approximately $33,000.00 in connection with Lessee’s underpayment of Lender into an Account established to hold such funds actual Operating Expenses for calendar year 2009 (the “2009 Operating Expense AccountUnderpayment”). Amounts deposited pursuant Lessor hereby (i) waives any claim to this Section 6.5 are referred the 2009 Operating Expense Underpayment, (ii) agrees that the existence of the 2009 Operating Expense Underpayment is not, and was not, a Default, event of default, or other similar occurrence under the Lease, and (iii) agrees that Tenant has fully paid all of its obligations on account of Operating Expenses attributable to calendar year 2009. In addition, notwithstanding anything herein as or in the Lease to the contrary, Lessee’s Proportionate Share of Operating Expenses for calendar year 2010 shall not exceed the sum of $54,420.00 (the “Cap”); provided, however, that the Cap set forth herein shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, unless expressly so provided in any amendment to the Lease. In consideration of the foregoing, Lessee hereby waives any interest in any overpayment of actual Operating Expense Funds”. Provided no Event Expenses for calendar year 2010, which amounts, if any, shall be for the sole benefit of Default has occurred and is continuing (Lessor, it being expressly understood that Lessee shall not be entitled to any credit, abatement or other concession in connection therewith. Lessor agrees to act in a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved commercially reasonable manner in incurring Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender taking into consideration the class and the quality of a request therefor (but not more often than once per month), the Building and Project and shall extrapolate Operating Expenses in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be accordance with the methodology used to pay such Approved extrapolate Operating Expenses in comparable buildings owned by Lessor and its affiliates in the geographic area in which the Building and Project is located. Lessee agrees to act in a description thereof, (y) that all previous disbursements have been or will be used commercially reasonable manner to pay the previously identified Approved control those items of Operating Expenses within Lessee’s reasonable control to avoid an unreasonable increase in Operating Expenses incurred during the 2010 and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor2011 calendar years.

Operating Expenses. From and after In addition to Base Rental, Tenant shall also pay Tenant's Prorata Share of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional fundsamount, if any, by which Operating Expenses during any calendar year of the Lease Term after the Base Year of 2002 exceed the Operating Expenses of the Base Year; provided, however, that Tenant shall not pay additional rent for Extraordinary excess Operating Expenses requested by Borrower and approved by Lender for the calendar year 2003. Notwithstanding anything to the contrary, Tenant's obligation for the payment of Controllable Operating Expenses shall be capped so as not to exceed an annual increase from the immediately preceding year in accordance with excess of 8% per annum cumulatively; provided that such increase for the terms hereofyear 2004 shall be based on an increase over the Base Year. Landlord shall, within nine (9) months following the close of any calendar year provide a statement to Tenant showing in reasonable detail the computations of the additional rent due for Operating Expenses, if any (the "Statement"), which amounts shall be due thirty (30) days after the receipt of such Statement. If this Lease shall terminate on a day other than the last day of the calendar year, the amount of any additional rental payable by Tenant applicable to the year in which such termination shall occur shall be transferred prorated based on the ratio that the number of days from the commencement of such calendar year to and including such termination date bears to 365. If at any time after calendar year 2003, Landlord has reason to believe the per square foot Operating Expenses for the calendar year will exceed the Operating Expenses for the Base Year, Landlord may by invoice direct Tenant to prepay monthly one-twelfth of an amount equal to (i) an estimate of the additional rent due under this paragraph for the current year, or (ii) the amount paid in the previous calendar year. If the Statement shows an amount owing by Tenant that is less than the sum of the monthly payments made by Tenant in the previous calendar year, the Statement shall be accompanied by a refund of the excess from Landlord to Tenant (or, at the direction of Lender into an Account established to hold Landlord's option, Landlord may apply such funds (the “Operating Expense Account”overpayment against rentals due hereunder). Amounts deposited pursuant During the year in which this Lease terminates, Landlord shall have the option to invoice Tenant for Tenant's Prorata Share of the excess Operating Expenses based upon the previous year's excess Operating Expenses; Landlord shall invoice Tenant under this Section 6.5 are referred option either prior to herein the termination of this Lease or within thirty (30) days thereafter. Landlord shall refund to Tenant, within thirty (30) days after the termination of this Lease, any excess amounts paid by Tenant during the final year or partial year of the Lease Term, as the “case may be. Initials: SK ------ Audit Rights. Tenant, at any time within one (1) year after receipt of any Statement, and upon no less than thirty (30) days prior written notice to Landlord, may cause an audit to be made of Landlord's books and records relating to Operating Expense Funds”Expenses. Provided no Event Landlord shall make available for the audit at Landlord's office in Dallas, Texas, all applicable books and records. If the audit discloses an overcharge of Default has occurred and is continuing Operating Expenses by Landlord, Landlord shall within thirty (it being expressly understood that a Sweep Event triggered under Section 6.8(c30) does not constitute days pay to Tenant the amount of the overpayment. If the audit discloses an Event overpayment in excess of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out five percent (5%) of the Operating Expense Account Expenses actually paid by Tenant, then Landlord shall also immediately pay to pay Approved Tenant all reasonable costs and expenses incurred in the audit. If the audit discloses an underpayment of Operating ExpensesExpenses actually paid by Tenant, then Tenant shall, within fifteen thirty (1530) days after delivery by Borrower the conclusion of such audit, pay to Lender Landlord the amount of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforunderpayment.

Operating Expenses. From 4.3.1 To the extent that Lessee does not directly contract for the provision of, and after pay for, any services relating to the occurrence operation, maintenance and repair of a Sweep Event the Premises (taking into account Borrower’s deposit of Rents and Gross Revenues if such operation, maintenance or repair is required to be undertaken by Lessee under this Lease), Lessee shall reimburse Lessor for the cost thereof in accordance with Section 6.1this Lease. If Lessor incurs any costs and expenses in connection with the ownership, operation, management, maintenance, repair, insurance, restoration or replacement of the Premises allocable to the Term (collectively, “Lessor’s Operating Expenses”), Borrower then in addition to paying Base Rent (and in addition to amounts payable under Paragraph 10.2, below), Lessee shall deposit reimburse Lessor (as Additional Rent) for such Lessor’s Operating Expenses in accordance with this Paragraph 4.3; provided, however, if Lessor makes any capital improvements or on behalf alterations to the Premises pursuant to its obligations hereunder, the cost thereof shall be amortized (with interest at an annual rate of Lender on or before each Monthly Payment Date interest (the monthly amount “Interest Rate”) equal to the Prime Rate (defined in Paragraph 13.5, below) this two percent (2%)) over the useful life of such improvements as reasonably determined by Lessor, and Lessor’s Operating Expenses with respect to any calendar year during the Term shall only include such amortized costs (“Permitted Capital Costs”) falling within such calendar year. To the extent Lessor’s Operating Costs are not estimated by Lessor and paid in the manner set forth in the Approved Annual Budget Paragraph 4.3.3 below, Lessee shall reimburse Lessor for the following month as being necessary for payment of Approved such Lessor’s Operating Expenses within thirty (30) days of Lessee’s receipt of written, notice thereof together with reasonably detailed supporting documentation of such Lessor’s Operating Expenses. In addition, Lessee shall pay to Lessor, on the fast (1st) day of each month of the Term, a property management fee equal to two percent (2%) of then monthly Base Rent and Additional Rent payable hereunder. 4.3.2 Notwithstanding anything to the contrary herein, Lessor’s Operating Expenses shall not include: (a) the cost of any improvements or alterations which would be properly classified as capital expenditures according to generally accepted property management practices, except to the extent expressly permitted to be included in Lessor’s Operating Expenses pursuant to Paragraph 4.3.1, above (or Paragraph 9.2, below); (b) depreciation (except that this clause (b) shall not prevent Lessor from including Permitted Capital Costs in Lessor’s Operating Expenses); (c) debt service, or other financing or refinancing costs, including, without limitation, mortgage debt, interest, principal, points, late charges, prepayment fees and closing costs, and costs arising in connection with disputes or negotiations relating to any such financing or refinancing, or any material defaults thereunder (provided, however, that to the extent expressly permitted by Paragraph 4.3.1, payments of interest and principal may be included in Lessor’s Operating Expenses); (d) attorneys’ fees and expenses incurred in connection with negotiation of this Lease and/or lease negotiations with prospective tenants of the Premises (or any portion thereof); (e) real estate broker’s or other leasing commissions in connection with this Lease (or any other lease of space at the Property for such month Project); (f) repairs and which are not otherwise paid other work occasioned by WM Recycle Americafire, LLC pursuant windstorm or other casualty, to the Waste Management Lease extent Lessor is actually reimbursed by insurance proceeds (together with and Lessor shall use commercially reasonable efforts to obtain the foregoing insurance proceeds); (g) insurance proceeds, condemnation proceeds or warranty proceeds actually received by Lessor, but only to the extent that such proceeds are reimbursement for expenses which were previously included in Lessor’s Operating Expenses (and Lessor shall use commercially reasonable efforts to obtain the foregoing proceeds); (h) any additional fundscost or expense related to removal, if anycleaning, for Extraordinary Expenses requested by Borrower and approved by Lender abatement or remediation of Hazardous Substances (as defined below) that become present in accordance with or about the terms hereof), which amounts shall be shall be transferred by or at the direction Project as a result of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event any act of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided Lessor; (i) any wages or salaries of any employee who does not devote substantially all of his or her employed time to the management, operation or maintenance of the Project unless such disbursement is wages or salaries are equitably prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating and managing the Project; (j) payments of ground rent pursuant to any ground lease covering the Project; (k) except as set forth in Paragraph 4.3.1, above, any payments paid to Lessor or to subsidiaries or affiliates of Lessor for an Approved Operating Expensegoods or services, to the extent the same exceeds the cost of such good or services if rendered on a competitive basis by qualified, first-class unaffiliated third parties; and (iil) such disbursement is accompanied any cost or expense incurred by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and Lessor as a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforresult of any breach by Lessor of any of its express obligations under this Lease.

Operating Expenses. From and after (a) The amount of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount Annual Operating Expenses set forth in Section 1(j) above represents Tenant's Share of the Approved Annual Budget estimated Operating Expenses for the following month calendar year in which the Term commences, and is based on the Operational Expense Estimate attached hereto as being necessary for payment of Approved Exhibit "I". Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant's Share of any extraordinary or unanticipated Operating Expenses. By April 30th of each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord's option, after a sale of the Property Property), Landlord shall provide Tenant with a statement of Operating Expenses for such month and which are not otherwise paid by WM Recycle Americathe preceding calendar year or part thereof. Within 60 days after delivery of the statement to Tenant, LLC pursuant Landlord or Tenant shall pay to the Waste Management Lease (together with other the amount of any additional fundsoverpayment or deficiency then due from one to the other or, if anyat Landlord's option, Landlord may credit Tenant's account for Extraordinary Expenses requested by Borrower and approved by Lender in accordance any overpayment. If Tenant does not give Landlord notice within 60 days after receiving Landlord's statement that Tenant disagrees with the terms hereof)statement and specifying the items and amounts in dispute, which amounts Tenant shall be shall be transferred by deemed to have waived the right to contest the statement. Landlord's and Tenant's obligation to pay any overpayment or at deficiency due the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited other pursuant to this Section 6.5 shall survive the expiration or termination of this Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within the Building to reflect any disparate levels of services provided to different types of space. If the Building is not fully occupied during any period, Landlord may make a reasonable adjustment, as is customary for first class office buildings in the Navy Yard, based on occupancy in computing the Operating Expenses for such period so that Operating Expenses are referred computed as though the Building had been fully occupied. (b) At Tenant's request, Landlord shall provide Tenant with supporting documentation for any element of Operating Expenses or any other charges passed through to herein Tenant under this Lease. Landlord agrees that Tenant or its representative shall have the right, at Tenant’s expense, once on an annual basis within 60 days after Tenant's receipt of the statement of Operating Expenses, to examine and audit (using an independent certified public accountant selected by Tenant and reasonably acceptable to Landlord) Landlord's books and records relating to Operating Expenses for either or both of the two (2) calendar years immediately preceding such notice, during normal business hours at the main office of Landlord. If as a result of an audit, it is determined (by written agreement of Landlord and Tenant or by final appealable judgment or final unappealable dispute resolution) that (i) Tenant is entitled to a refund, Landlord shall refund all over payments made by Tenant during such period within thirty (30) days following such determination, or (ii) Landlord is entitled to receive an additional sum for Operating Expenses from Tenant, Tenant shall remit such additional payment to Landlord within thirty (30) days following such determination. If it is determined (by written agreement of Landlord and Tenant or by final appealable judgment or final unappealable dispute resolution) that Landlord has overstated the “actual amount of the Operating Expense Funds”Expenses for the applicable year by more than five percent (5%), Landlord shall be obligated to reimburse Tenant for its actual and reasonable out-of-pocket costs of conducting such audit. Provided no Event Except as set forth above, Tenant shall bear the total cost of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes any such audit. The provisions of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender 6(b) shall disburse Operating Expense Funds to Borrower out survive termination or expiration of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of this Lease. Tenant shall give Landlord at least $10,000, provided twenty (i20) Business Days prior notice of its desire to conduct such disbursement is for an Approved Operating Expense; examination or audit and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been not unreasonably interfere with Landlord's or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforits property manager's normal business activities.

Operating Expenses. From and after If the occurrence of a Sweep Event Operating Expenses for any calendar year during this Lease term (taking into account Borrower’s deposit of Rents and Gross Revenues including the year in accordance with Section 6.1which this Lease expires or is otherwise terminated), Borrower shall deposit commencing with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in calendar year 1996, have increased over the Approved Annual Budget Operating Expenses for the following month as being necessary for payment of Approved Operating Expenses at calendar year 1995 (the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof"Base Year"), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, then within fifteen (15) days after delivery Landlord furnishes Tenant with an Escalation Statement relating to such calendar year Tenant shall, in the case of an increase, pay to Landlord as additional rent for such calendar year an amount equal to the product obtained by Borrower multiplying such increase by Tenant's Share. Landlord may, at or after the start of any calendar year, subsequent to Lender the calendar year 1995, notify Tenant of the amount which Landlord estimates will be Tenant's monthly share of any such increase in Operating Expenses for such calendar year over the Base Year and the amount thereof shall be added to the monthly fixed rent payments required to be made by Tenant in such year. If Tenant's Share of any such increase in rent payable hereunder as shown on the Escalation Statement is greater or less than the total amounts actually billed to and paid by Tenant during the year covered by such statement, then within thirty (30) days thereafter, Tenant shall pay in cash any sums owed Landlord or, if applicable, Tenant shall receive a request therefor credit against any rental next accruing for any sum owed Tenant. Notwithstanding anything to the contrary in this Section 3.2 of the Lease, if, in any calendar year following the Base Year (but not more often than once per montha "Subsequent Year"), a new item of expense (e.g. earthquake insurance, concierge), is included in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereofwhich was not included in the Base Year Operating Expenses, (y) that all previous disbursements have been or will then the cost of such new item shall be used added to pay the previously identified Approved Base Year Operating Expenses and (z) that all outstanding trade payables (other than those for purposes of determining the additional rent payable pursuant to this Section 3.2 for such Subsequent Year. The same amount shall continue to be paid included in Base Year Operating Expenses for each Subsequent Year thereafter such that the additional charges for such Subsequent Year shall include the increase in the cost of such new item over the first Subsequent Year in which it appeared as an Operating Expense provided, however, that if in any Subsequent Year thereafter such new item is not included in Operating Expenses, no such addition shall be made to Base Year Operating Expenses. Conversely, if, in any Subsequent Year, an item of expense as determined by Landlord in its sole discretion is no longer included in Operating Expenses that was included the Base Year Operating Expenses, then the cost of such item shall be deleted from the requested disbursement or those constituting Permitted Indebtedness) have been paid Base Year Operating Expenses for purposes of determining the additional rent payable pursuant to this Section 3.2 for such Subsequent Year. The same amount shall continue to be deleted from the Base Year Operating Expenses for each Subsequent Year thereafter that the item is not included provided, however, that if such item is again included in fullany Subsequent Year, and (B) documentation satisfactory to Lender as then the item shall be added back to the amount, necessity and purpose thereforBase Year Operating Expenses.

Operating Expenses. From and after (a) The amount of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount Annual Operating Expenses set forth in Section 1(h) above represents Tenant’s Share of the Approved Annual Budget estimated Operating Expenses for the following month as being necessary for payment of Approved calendar year in which the Term commences. Landlord may reasonably adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. By April 30th of each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property Property), Landlord shall provide Tenant with a reasonably detailed statement of Operating Expenses for such month and which are not otherwise paid by WM Recycle Americathe preceding calendar year or part thereof. Within 30 days after delivery of the statement to Tenant, LLC pursuant Landlord or Tenant shall pay to the Waste Management Lease (together with other the amount of any additional fundsoverpayment or deficiency then due from one to the other or, if anyat Landlord’s option, Landlord may credit Tenant’s account for Extraordinary Expenses requested by Borrower and approved by Lender in accordance any overpayment. If Tenant does not give Landlord notice within 60 days after receiving Landlord’s statement that Tenant disagrees with the terms hereof)statement and specifying the items and amounts in dispute, which amounts Tenant shall be deemed to have waived the right to contest the statement and the amounts set forth in good faith by Landlord in such statement shall thereafter be transferred by deemed conclusive against Tenant. Landlord’s and Tenant’s obligation to pay any overpayment or at deficiency due the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited other pursuant to this Section 6.5 shall survive the expiration or termination of this Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within the Building to reflect any disparate levels of services provided to different types of space. If the Building is not at least 95% occupied during any period, Landlord may make a reasonable adjustment based on occupancy in computing the Operating Expenses for such period of expenses that vary based on the level of occupancy of the Building, so that Operating Expenses are referred computed as though the Building had been 95% occupied. (b) Upon request of Tenant, and not more than once in any twelve (12) month period, Landlord shall make its records relating to herein as Operating Expenses for the “Operating Expense Funds”immediately preceding calendar year available to Tenant for review. Provided The right to such review shall be conditional upon the following: (a) no Event of Default by Tenant has occurred occurred; (b) Tenant shall be current in the payment of all Operating Expenses; (c) Tenant must provide Landlord at least thirty (30) days advance notice of its desire to review such information, and is continuing Landlord shall make the same available to Tenant at Landlord’s offices during regular business hours; (it being expressly understood d) such review shall be at Tenant’s sole cost and expense; (e) Landlord shall not be obligated to provide any documentation other than that maintained by Landlord in the ordinary course of its business; (f) such review may not be conducted on a Sweep Event triggered under Section 6.8(ccontingency basis and must be conducted by a certified public accountant; (g) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender Tenant shall disburse Operating Expense Funds to Borrower out provide a copy of the Operating Expense Account results of such review to pay Approved Operating ExpensesLandlord, within fifteen and Landlord may conduct an independent review of the same; (15h) days after delivery by Borrower Tenant shall hold all of the results of such review confidential and shall not disclose the same to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided any other party; (i) the party performing the review on behalf of Tenant may not have performed such disbursement is review for any other tenant of the Building, and may not solicit audit business for any other tenant in the Building concurrently with or following such review for Tenant (j) no assignee or transferee of Tenant shall have the right to conduct an Approved Operating Expenseaudit for any period prior to the effective date of such assignment or transfer; and (iik) such disbursement is accompanied by (A) no subtenant shall have any right to conduct an Officer’s Certificate certifying (x) audit. If Landlord and Tenant determine that such funds will be used to pay such Approved Operating Expenses for the year in question were overpaid by Tenant then Landlord shall provide Tenant with a credit against the next installment(s) of Rent in the amount of such overpayment. Likewise, if Landlord and a description thereof, (y) Tenant determine that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and for the year in question are more than what was paid by Tenant then Tenant shall pay Landlord the amount of such underpayment within thirty (z30) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefordays.

Operating Expenses. From and after The Master Lease requires Sublessor to pay to Lessor as Additional Rent the occurrence expenses of operating the building and/or project of which the Premises are a Sweep Event part (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1“Operating Expenses”), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount including without limitation, taxes, assessments, insurance premiums, utilities, repair and maintenance expenses and other expenses, all as more fully set forth in Section 8 of the Approved Annual Budget Master Lease, accordingly, Sublessee shall pay to Sublessor as additional rent fifty-five and 94/100 percent (55.94%) (“Sublessee’s Share”) of the amounts payable by Sublessor for Operating Expenses incurred during the Term, except that Sublessee’s Share during Months 01 and 02 shall be fourteen and 67/100 percent (14.67%) and Sublessee’s Share during Months 03 through 04 shall be thirty-two and 62/100 percent (32.62%). The Master Lease provides for the following month as being necessary for payment by Sublessor of Approved Operating Expenses at on the Property for such month and which are not otherwise paid by WM Recycle Americabasis of an estimate thereof, LLC pursuant to the Waste Management Lease (together with any additional fundsaccordingly, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required adjustments to such estimate or between estimated and actual Operating Expenses are made under the Master Lease, the obligations of Sublessor and Sublessee hereunder shall be adjusted in a like manner; if such adjustments result in a refund to Sublessor, then Sublessor shall also make a refund to Sublessee in the appropriate amount and if such adjustments result in a credit against rent to Sublessor, then Sublessor shall also give a credit against rent to Sublessee in the appropriate amount, and if any such adjustment shall occur after the expiration or earlier termination of the Term, then the obligations of Sublessor and Sublessee under this Section 6.8)5(b) shall survive such expiration or termination. Sublessor shall, Lender within ten (10) days of receipt furnish Sublessee with copies of all statements submitted by Lessor of actual or estimated Operating Expenses during the Term and Sublessee or its representative shall disburse Operating Expense Funds have the right to Borrower out examine, within a reasonable time, the records supporting the statements, during normal business hours, at the place where the records are kept, to the extent that such records are made available to Sublessor. Sublessor’s initial estimate of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once Expenses is $.22 per square foot per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.

Operating Expenses. From and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant With respect to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is the Existing Space for an Approved Operating Expense; the period on and after May 1, 2005, and (ii) such disbursement is accompanied by the Additional Space: 6.1. The Base Year shall be calendar year 2004, subject to adjustment to a level of 95% occupancy as set forth in Article 7(b)(i) of the Lease. 6.2. Article 7(b)(iv) of the Lease and all references to the Cap in the Lease are deleted and shall have no further force or effect. However, with respect to (Ai) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses the Existing Space for the period on and a description thereofafter May 1, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full2005, and (Bii) documentation satisfactory to Lender as the Additional Space, the following shall be applicable to the amountOperating Expenses Escalation payable by Tenant under the Lease: (a) The Operating Expenses Escalation for Controllable Operating Expenses (defined below) applicable to calendar year 2005 shall be the lesser of (i) Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2005, necessity and purpose thereforless Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2004, or (ii) the sum of Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2004, plus five percent (5%) (such sum is the initial “Cap Amount”), less Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2004; provided, however, that Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2004 shall be adjusted by Landlord to the amount that Landlord reasonably believes it would have been if ninety-five percent (95%) of the rentable area of the Building had been occupied. (b) The Operating Expenses Escalation for Controllable Operating Expenses applicable to each calendar year thereafter shall be the lesser of (i) Tenant’s Prorata Share of Controllable Operating Expenses for the applicable calendar year, less Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2004, or (ii) the sum of the Cap Amount for the immediately preceding calendar year, plus five percent (5%), less Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2004.

Operating Expenses. From Notwithstanding the provisions of Section 6 of ------------------ this Lease, Tenant shall not be required to pay increases in operating expenses to the extent such increases exceed five percent (/50//a) in any Lease year over the previous year's expenses; provided, however, that such limitation on increases in operating expenses shall not apply to those operating expenses described in Sections 6.2 and after 6.3 of the occurrence Lease, or to the cost of water service and refuse removal. The following sentence is inserted at the end of Section 6.4.3: "Landlord shall advise Tenant of the initial amount of Tenant's monthly pro rata share prior to the commencement of the Lease." In the event that the real property taxes on the Property are increased in any year due to a sale or disposition of the Property, there shall be deducted from Tenant's pro rata share of real estate taxes 50% of the amount of such increase attributable to such sale for the remainder of the lease term. In addition, operating expenses shall not include: (1) To the extent that Landlord is reimbursed by insurance or condemnation proceeds or by tenants or other third persons, the cost of repairs or other work occasioned by (i) fire, windstorm, or other casualty of the type which Landlord has insured or is required to insure pursuant to the terms of this lease, or for which Landlord is entitled to reimbursement, or (ii) the exercise of the right of eminent domain; (2) Leasing commissions, attorneys' fees, costs, and disbursements and other expenses incurred in connection with negotiations or disputes with tenants, other occupants, prospective tenants or other occupant, or the sale or refinancing of the Building, or legal fees incurred in connection with this Lease; (3) Expenses, including permits, license and inspection costs, incurred in tenant build-out, renovating or otherwise improving or decorating, painting or redecorating space for other new tenants of the Building; (4) Landlord's costs of electricity and other services sold or provided to tenants in the Building and for which Landlord is entitled to be reimbursed, other than through the operating expense pass-through provisions of such tenants' leases, whether or not collected, by such tenants as a separate additional charge or rental over and above the basic rent or escalation payment payable under the lease with such tenant; (5) Expenses in connection with non-Building standard services or benefits of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and type which are not otherwise provided to Tenant but which are provided to other tenants or occupants of the Building; (6) Costs incurred due to violation ~y Landlord or any tenant of the terms and conditions of any lease or other rental arrangement covering space in the Building; (7) Amounts paid by WM Recycle Americato subsidiaries or other affiliates of Landlord (i.e., LLC pursuant persons or companies controlled by, under common control with, or which control, Landlord) for services on or to the Waste Management Lease Property, the Building or the Premises (together with or any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereofportion thereof), to the extent only that the costs of such services exceed competitive costs of such services were they not so rendered by a subsidiary or other affiliate of Landlord; (8) Rental payments under any ground or underlying lease or leases; (9) Any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; (10) All items and services the entire cost of which amounts shall be shall be transferred Tenant is obligated to and pays directly to third parties or for which tenants reimburse Landlord; (11) Advertising and promotional expenditures, and costs of signs in or on the Building identifying the owner of the Building or any other tenant of the Building; (12) Costs for installing sculpture, paintings, or other art; (13) Any costs of damages and repairs necessitated by or at resulting from the direction negligence of Lender into an Account established to hold such funds Landlord, its agents, employees and/or independent contractors; (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event 14) Costs of Default has occurred installing, operating, and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8)maintaining any specialty services operated by Landlord, Lender shall disburse Operating Expense Funds to Borrower out including, without limiting any of the Operating Expense Account foregoing, any luncheon club, athletic facility, or retail facility, or costs of providing off-site parking, where such services are not made available to pay Approved Operating Expenses, within fifteen Tenant; and (15) days after delivery by Borrower to Lender Depreciation; (16) Payments of a request therefor principal, interest and fees on debt encumbering the Property; and (but not more often than once per month), in increments of at least $10,000, provided (i17) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay costs not normally included by landlords of comparable industrial buildings in the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from area of the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforPremises.

Operating Expenses. From The parties intend that, subject only to the specific exceptions set forth in this Lease, this Lease be absolutely net to Landlord. Accordingly, in addition to Base Rent, Tenant shall pay, as Additional Rent, ▇▇▇▇▇▇’s Share of Operating Expenses (as defined in Section 4.2(e)(i) and 4.2(e)(i), respectively), for each calendar year of the Term, pursuant to the following terms and conditions (a) As soon as reasonably practicable after the occurrence Commencement Date and the commencement of each subsequent calendar year during the Term, Landlord shall provide to Tenant a Sweep Event good faith estimate of Tenant’s Share of Operating Expenses with respect to the calendar year in question (taking into account Borrower’s deposit the “Estimated Amount”). (b) Tenant shall pay the Estimated Amount to Landlord in equal monthly installments with each monthly payment of Rents Base Rent. If the Estimated Amount has not yet been determined for any calendar year, Tenant shall pay the monthly installment of the Estimated Amount for the preceding calendar year until the Estimated Amount for the current calendar year has been provided to Tenant, at which time Tenant shall pay any shortfall for the preceding months of such calendar year and Gross Revenues thereafter make each monthly installment payment in accordance with the current Estimated Amount. (c) Within ninety (90) days following the end of each calendar year of the Term, Landlord shall determine, and provide to Tenant a statement (the “Statement”) setting forth, the actual amount of Operating Expenses for such calendar year. If ▇▇▇▇▇▇’s Share of actual Operating Expenses exceeds the sum of Tenant’s monthly estimated payments for such calendar year, Tenant shall pay the difference to Landlord, within thirty (30) days following receipt of such Statement. If the sum of such monthly estimated payments paid by Tenant exceeds Tenant’s Share of actual Operating Expenses, the difference shall be applied as a credit to future monthly estimated payments of Tenant’s Share of Operating Expenses (or, with respect to the calendar year in which this Lease terminates, shall be paid to Tenant within thirty (30) days of the date of the Statement). The failure of Landlord to timely furnish the Statement or any statement required under Section 6.14.2(b) for any calendar year shall not prejudice Landlord from enforcing its rights under this Section 4.2(e)(i). (d) Within ninety (90) days after ▇▇▇▇▇▇’s receipt of a Statement (the “Review Period”), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date if Tenant disputes the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by a nationally or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred regionally recognized accounting firm and is continuing (it being expressly understood that not compensated on a Sweep Event triggered under Section 6.8(ccontingency fee basis) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8)designated by Tenant, Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expensesmay, within after fifteen (15) days after delivery by Borrower written notice to Lender Landlord and at reasonable times, review Landlord’s records pertaining to Landlord’s calculation of ▇▇▇▇▇▇’s Share of Operating Expenses at Landlord’s offices, provided that Tenant and such employees or accountant shall execute a request therefor (but not more often than once per month)commercially reasonable confidentiality agreement agreeing to keep all information contained in ▇▇▇▇▇▇▇▇’s records, as well as the results of ▇▇▇▇▇▇’s review and the certification described below, in increments of at least $10,000strict confidence. Notwithstanding the foregoing, provided Tenant shall only have the right to review Landlord’s records one (i1) such disbursement is for an Approved Operating Expense; and time during any twelve (ii12) such disbursement is accompanied by (A) an Officermonth period. Tenant’s Certificate certifying (x) that such funds will failure to review ▇▇▇▇▇▇▇▇’s records with respect to the amounts set forth in any Statement within the Review Period shall be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those deemed to be paid from Tenant’s approval of such Statement and waiver of the requested disbursement right or those constituting Permitted Indebtednessability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) have been paid days after the Review Period, Tenant notifies Landlord in fullwriting that ▇▇▇▇▇▇ continues to dispute the amounts set forth in the Statement, Landlord and Tenant shall NNN Form 2021 CARLSBAD CORPORATE CENTER I - 336 October 1, 2021 -4- attempt in good faith to resolve such dispute. If Landlord and ▇▇▇▇▇▇ cannot resolve such dispute within thirty (B30) documentation satisfactory days of Landlord’s receipt of ▇▇▇▇▇▇’s dispute notice, then such dispute shall be resolved pursuant to Lender as to the amount, necessity and purpose thereforSection 21.26 below.

Operating Expenses. From and after the occurrence Prior to commencement of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1)each Operating Year or as soon thereafter as is reasonably possible, Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month Landlord will furnish to Tenant as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out estimate of the Operating Expense Account to pay Approved Expenses for such Operating Year and if the same shall be in excess of the Base Operating Expenses, the installments of rent payable hereunder in respect of each month of such Operating Year shall be increased by way of Additional Rent by an amount equal to one-twelfth (1/12) of two percent (2%) of such excess and Tenant shall make payment thereof to Landlord accordingly ("Tenant's Estimated Share"). After the end of each Operating Year, the Landlord shall furnish to Tenant a statement of Landlord's actual Operating Expenses for such Operating Year and Tenant shall pay to Landlord an amount equal to two percent (2%) of the excess of such Operating Expenses over the Base Operating Expenses ("Tenant's Actual Share"). If Tenant's Actual Share is greater than the amount paid by Tenant to Landlord as Tenant's Estimated Share, then Tenant shall pay this difference to Landlord within fifteen fourteen (1514) days after delivery of such statement. If Tenant's Actual Share is less than the amount paid by Borrower Tenant to Lender Landlord as Tenant's Estimated Share, then Landlord shall refund the excess to Tenant within fourteen (14) days after delivery of a request therefor (but not more often such statement. 2.01. If this Lease shall terminate other than once per month)on the expiry of an Operating Year in any Operating Year, then in increments computing the amount payable by Tenant under this Article for the period from the commencement of at least $10,000the Operating Year in which the Lease terminates until the date of termination, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved the Base Operating Expenses shall be deducted from the Operating Expenses for such Operating Year and a description thereof, Tenant shall pay one-three hundred sixty-fifth (y1/365) that all previous disbursements of two percent (2%) for each day of such Operating Year during which this Lease shall have been or will be used in full force and effect. The obligations of the parties hereto to pay adjust sums owed pursuant to this Article shall survive the previously identified Approved expiration of the term of this Lease Failure of Landlord to furnish a statement of actual Operating Expenses and (z) that all outstanding trade payables (other than those or to be paid from the requested disbursement give notice of an adjustment to Annual Rent under this Article in a timely manner shall not prejudice or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory act as a waiver of Landlord's right to Lender as furnish such statement or give such notice at a subsequent time or to collect any adjustments to the amount, necessity and purpose thereforBase Rent for any preceding period.

Operating Expenses. From 5.1 LESSEE shall pa y to LESSOR, as Additional Rent, LESSEE’S Proportionate Share of the amount by which LESSOR’S Operating Expenses for any calendar year during the Term exceeds the Base Operating Expenses. LESSEE’S Proportionate Share of LESSOR’S Operating Expenses for less than a calendar year shall be prorated and after apportioned. 5.2 On or about January 1, 2013, and thereafter within ninety (90) days following the occurrence first day of each succeeding calendar year within the Term, LESSOR shall determine or estimate the amount by which LESSOR’S Operating Expenses for the calendar year in question will exceed the Base Operating Expenses (“LESSOR’S Estimated Operating Expenses”) and shall submit such information to LESSEE in a Sweep Event written statement (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1“LESSOR’S Expense Statement”), Borrower shall deposit with or 5.3 Commencing on behalf of Lender on or before each Monthly the first Basic Rent Payment Date following the monthly amount set forth in submission of any LESSOR’S Expense Statement and continuing thereafter on each successive Basic Rent Payment Date until LESSOR renders the Approved Annual Budget next LESSOR’S Expense Statement, LESSEE shall pay to LESSOR on account of its obligation under Section 5.1 of this Lease, a sum (the “Monthly Expense Payment”) equal to one-twelfth (1/12) of LESSEE’S Proportionate Share of LESSOR’S Estimated Operating Expenses for such calendar year. LESSEE’S first Monthly Expense Payment after receipt of LESSOR’S Expense Statement shall be accompanied by the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant an amount equal to the Waste Management Lease (together with any additional fundsproduct of the number of full months, if any, within the calendar year which shall have elapsed prior to such first Monthly Expense Payment, times the Monthly Expense Payment; minus any Additional Rent already paid by LESSEE on account of its obligation under Section 5.1 of this Lease for Extraordinary such calendar year. 5.4 Each LESSOR’S Expense Statement shall reconcile the payments made by LESSEE pursuant to the preceding LESSOR’S Expense Statement with LESSEE’S Proportionate Share of LESSOR’S Operating Expenses requested by Borrower and approved by Lender in accordance with for the terms hereof), which amounts period covered thereby. Any balance due to LESSOR shall be paid by LESSEE within thirty (30) days after LESSEE’S receipt of LESSOR’S Expense Statement; any surplus due to LESSEE shall be transferred applied by LESSOR against the next accruing monthly installment(s) of Additional Rent due under this Article. If the Term has expired or has been terminated, LESSEE shall pay the balance due to LESSOR or, alternatively, LESSOR shall refund the surplus to LESSEE, whichever the case may be, within thirty (30) days after LESSEE’S receipt of LESSOR’S Expense Statement; provided, however, if the Term shall have been terminated as a result of a default by LESSEE, then LESSOR shall have the right to retain such surplus to the extent LESSEE owes LESSOR any Basic Rent or Additional Rent. 5.5 LESSEE or its representative shall have the right to examine LESSOR’S books and records with respect to the reconciliation of LESSOR’S Operating Expenses for the prior calendar year set forth in LESSOR’S Expense Statement during normal business hours at any time within thirty (30) days following the direction delivery by LESSOR to LESSEE of Lender into an Account established such LESSOR’S Expense Statement. Unless LESSEE shall give LESSOR a notice objecting to hold such funds (said reconciliation and specifying the “Operating Expense Account”). Amounts deposited pursuant respects in which said reconciliation is claimed to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, be incorrect within fifteen (15) days after delivery its examination of LESSOR’S books and records, said reconciliation shall be considered as final and accepted by Borrower LESSEE. Notwithstanding anything to Lender of the contrary contained in this Article, LESSEE shall not be permitted to examine LESSOR’S books and records or to dispute said reconciliation unless LESSEE has paid to LESSOR the amount due as shown on LESSOR’S Expense Statement; said payment is a request therefor (but not more often than once per month), condition precedent to said examination and/or dispute. 5.6 In no event shall any adjustment in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used LESSEE’S obligation to pay such Approved Additional Rent under this Article 5 result in a decrease in the Basic Rent payable hereunder. LESSEE’S obligation to pay Additional Rent, and LESSOR’S obligation to credit and/or refund to LESSEE any amount, pursuant to the provisions of this Article 5, shall survive the Termination Date. 5.7 If any tenant in the Building for any reason shall not be provided all services generally provided by LESSOR to other tenants of the Building, then for purposes of determining LESSOR’S Operating Expenses, LESSOR shall reasonably estimate what LESSOR’S Operating Expenses and a description thereof, (y) that all previous disbursements would have been or will be used had such service been provided to all tenants. 5.8 LESSEE shall also pay to LESSOR, as Additional Rent, upon demand, the previously identified Approved amount of any increase in LESSOR’S Operating Expenses and (z) that all outstanding trade payables (other than those which is attributable to be paid from LESSEE’S use or manner of use of the requested disbursement Demised Premises, to activities conducted on or those constituting Permitted Indebtedness) have been paid in fullabout the Demised Premises by LESSEE or on behalf of LESSEE or to any additions, and (B) documentation satisfactory to Lender as improvements or alterations to the amount, necessity and purpose thereforDemised Premises made by or on behalf of LESSEE. 5.9 The provisions of Section 29.3 shall apply to LESSOR’S Expense Statement.

Operating Expenses. From and after The amount of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount Annual Operating Expenses set forth in Section 1 above represents Tenant's Share of the Approved Annual Budget estimated Operating Expenses (annualized) for the following month as being necessary for payment of Approved calendar year in which the Term commences. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant's Share of any extraordinary or unanticipated Operating Expenses. Each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord's option, after a sale of the Property), Landlord shall provide Tenant with a detailed statement of Operating Expenses for the preceding calendar year or part thereof ("Statement"). Within 30 days after delivery of the Statement to Tenant, Landlord or Tenant shall pay to the other the amount of any overpayment or deficiency then due from one to the other, or at Landlord's option, unless the Term has expired, Landlord may credit Tenant's account for any overpayment. If Tenant does not give Landlord notice within 90 days after receiving Landlord's Statement that Tenant disagrees with the Statement and specifying the items and amounts in dispute, Tenant shall be deemed to have waived the right to contest the Statement. Notwithstanding that Tenant disagrees with the Statement, pending the resolution of such dispute, Tenant shall nonetheless pay any deficiency claimed by Landlord in the Statement and all of Tenant's Annual Operating Expenses when due. Tenant, at Tenant's expense (except as set forth below), may audit the Statement under the following conditions: (A) Tenant provides notice of its intent to audit within 90 days after receiving the Statement; (B) the audit is performed by Tenant or a nationally-recognized Certified Public Accounting firm that has not been retained on a contingency basis or other basis where its compensation relates to the cost savings of Tenant; (C) the audit is completed no later than 45 days after the receipt by Landlord of Tenant's notice of intent to audit; (D) the audit must be conducted during normal business hours, at the Property for such month location where Landlord maintains its books and which are not otherwise paid by WM Recycle America, LLC pursuant to records; (E) the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower contents of the books and approved by Lender in accordance with the terms hereof), which amounts records of Landlord shall be kept confidential by Tenant, its auditor and its other professional advisors, other than in the case of any lawsuit or as required by Laws; and (F) in the event that Tenant or its auditor determines that an overpayment is due Tenant, Tenant or Tenant's auditor shall produce a detailed report addressed to both Landlord and Tenant with its calculated conclusions within the 45-day period to complete the audit. Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's audit. In the event the parties determine an overpayment is due Tenant, the same shall be transferred by or at credited against future payments of Rent to Tenant (unless the direction Term has expired in which event, provided there is no Event of Lender into an Account established Default, such amount shall be paid to hold such funds (the “Operating Expense Account”Tenant within 30 days). Amounts deposited If any overpayment is more than seven percent (7%) of the Annual Operating Expenses, Landlord shall pay the reasonable costs of such audit, not to exceed $3,000.00; otherwise Tenant shall be responsible for all costs, expenses and fees incurred in connection with its audit. Landlord's and Tenant's obligation to pay any overpayment or deficiency due the other pursuant to this Section 6.5 are referred to herein as shall survive the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes expiration or termination of this Section provided such Sweep Event terminates as Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within fifteen (15) days after delivery by Borrower the Building to Lender reflect any disparate levels of services provided to different types of space. If the Building is not fully occupied during any period, Landlord may make a request therefor reasonable adjustment based on occupancy (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used only with respect to pay such Approved Operating Expenses and a description thereof, (ywhich vary with occupancy) that all previous disbursements have been or will be used to pay in computing the previously identified Approved Operating Expenses and (z) for such period so that all outstanding trade payables (other than those to be paid from Operating Expenses are computed as though the requested disbursement or those constituting Permitted Indebtedness) have Building had been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforfully occupied.

Operating Expenses. From Escalation is intended to assure that Tenant pays for Tenant's share of all inflationary-type increases in the costs of operating and maintaining the Premises, building(s) and common areas over the costs of the Base Year (as hereinafter defined). For purposes of Operating Expenses Escalation, "Base Year" means calendar year 1996. In addition to the Base Rent, Tenant shall pay the Operating Expenses Escalation (beginning January 1997 as more fully described herein). In Landlord's and Tenant's mutual and reasonable discretion, Operating Expenses for the Base Year shall be adjusted, as necessary, to a level of 95% occupied Landlord's building(s) in Draper Park North at cost levels for an entire year. This adjustment ▇▇▇▇▇ include: (a) when building systems are under warranty during the Base Year, an adjustment for the cost of service contracts and other expenses that would have been incurred in the absence of such warranties; (b) an adjustment for all other expenses that are not incurred if the Building is new and start-up discounts or similar savings have been achieved; and (c) adjustments for all other atypical costs that occur or do not occur during the Base Year other than those costs which would occur in the Base Year in the ordinary course of business. The purpose of these adjustments is to include in the Operating Expenses for the Base Year all reasonable cost components that occur or are likely to occur in later years. If at any time during the Lease Term, less than 95% of the rentable sq. ft. of the building(s) is occupied by tenants, the Operating Expenses for such calendar year shall be reasonably determined to be an amount equal to the expenses that would normally be expected to be incurred if such occupancy had been 95% of the total rentable sq. ft. of the building(s). The only expenses which shall be adjusted in this manner shall be variable expenses, otherwise includable as Operating Expenses, where the amount is directly related to the level of occupancy or square foot area receiving a particular service. If a new category of Operating Expenses is incurred after the occurrence Base Year, the first full year's expense for such items shall be added to the Operating Costs for the Base Year commencing with the first full calendar year that such expense is incurred, so that Tenant shall only be required to pay subsequent increases in such expense. The expense incurred for such items during the first year shall be subject to the adjustments described in the immediately preceding paragraphs of this sub-section. For the first full calendar year following the Base Year, the Operating Expenses Escalation shall be billed as a Sweep Event one-time charge at the close of the year and shall be paid by Tenant within sixty (taking into 60) days after receipt of the bill. For the second full calendar year following the Base Year, and ▇▇▇ subsequent full or partial calendar years during the Lease, Tenant shall pay Landlord each month, on account Borrower’s deposit as Base Rent, an amount equal to one twelfth (1/12) of Rents the prior year's Operating Expenses Escalation, less any non-recurring expenses (hereinafter "Operating Expenses Escalation Paid on Account"). Landlord shall provide Tenant with a bill for the Operating Expenses Escalation after the close of each ca▇▇▇▇ar year. Tenant shall, within thirty (30) days of the Tenant's receipt of such bill, pay Landlord the difference between the Operating Expenses Esca▇▇▇▇on Paid On Account and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly final amount due as set forth in such bill. If for any calendar year the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at Escalation Paid ▇▇ Account exceeds the Property for such month and which are not otherwise paid by WM Recycle Americaactual Operating Expenses Escalation, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts excess shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein treated as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out prepayment of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender next due installment of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; Base Rent and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforEscalation Paid on Account.

Operating Expenses. From and after the occurrence Tenant shall pay as additional rent its pro rata share of a Sweep Event any Operating Expenses (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1as hereinafter defined), Borrower Landlord shall deposit with or on behalf of Lender deliver to Tenant each year, on or before each Monthly Payment Date March 31 (or within a reasonable time thereafter), a statement setting forth the monthly amount set forth in of Operating Expenses paid or incurred by Landlord, directly or indirectly, during the Approved Annual Budget immediately preceding year. This statement shall delineate Tenant's pro rata share of the Operating Expenses for the preceding year and the estimated amount of Tenant's pro rata share of Operating Expenses for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease year. Within thirty (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (1530) days after delivery by Borrower of the statement, Tenant shall pay to Lender Landlord, as additional rent, Tenant's pro rata share of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved the previous year's Operating Expenses and a description thereofnot previously paid. Commencing with the rental payment immediately following the receipt of the statement of Operating Expenses, Tenant shall remit as additional rent one-twelfth (y1/12) that all previous disbursements have been or will be used to pay of Tenant's pro rata share of the previously identified Approved anticipated Operating Expenses for the following year in addition to the scheduled Base Rental. If the Lease Term begins after January 1 or ends prior to December 31, Tenant's pro rata share of the Operating Expenses shown on the statement delivered at the end of such year shall be reduced proportionately. In the event Tenant's share of the Operating Expenses is less than the amount previously estimated and (z) that all outstanding trade payables (other than those collected by Landlord, Tenant's excess shall be applied to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullamounts owed to Landlord, and (B) documentation satisfactory if no amounts are owed, then the excess shall be remitted to Lender as to the amount, necessity and purpose thereforTenant.

Operating Expenses. From and after After the occurrence of a Sweep Event (taking into account Borrower’s Default, but for the lapse of any applicable grace period, and notwithstanding such Default shall be or have been cured or waived by Bondowner Representative, Bondowner Representative shall have the right to require Borrower to deposit with Bondowner Representative, in monthly installments in advance on the first day of Rents and Gross Revenues in accordance with Section 6.1)each month, an amount sufficient, as reasonably estimated by Bondowner Representative, to pay all Operating Expenses for the Property. In such event, Borrower shall deposit with further agrees, upon Bondowner Representative’s request, to cause all bills, statements or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant other documents relating to the Waste Management Lease (together operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of such bills, statements or other documents, and provided Borrower has deposited sufficient funds with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited Bondowner Representative pursuant to this Section 6.5 are referred to herein 11.46, Bondowner Representative shall pay such amounts as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower may be due thereunder out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of funds so deposited with Bondowner Representative. If at least $10,000, provided (i) such disbursement is any time and for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such any reason the funds deposited with Bondowner Representative are or will be used insufficient to pay such Approved Operating Expenses as may then or subsequently be due, Bondowner Representative may notify Borrower and a description thereof, (y) that all previous disbursements have been or will be used Borrower shall immediately deposit an amount equal to the deficiency with Bondowner Representative. If at any time the funds deposited with Bondowner Representative exceed the amount deemed necessary by Bondowner Representative to pay such operating expenses as may then or subsequently be due, such excess shall be credited to Borrower on the previously identified Approved Operating Expenses next monthly installment or installments of such funds. Upon payment and (z) that performance in full of the Loan and all outstanding trade payables (other than those indebtedness and obligations under the Loan Documents, Bondowner Representative shall promptly refund to Borrower any such funds held by Bondowner Representative. Nothing herein shall cause Bondowner Representative to be paid from deemed a trustee of such funds or to be obligated to pay any amounts in excess of the requested disbursement or those constituting Permitted Indebtedness) have been paid amount of funds deposited with Bondowner Representative pursuant to this Section 11.46. Bondowner Representative may commingle such deposits with its own funds and Borrower shall not be entitled to any interest thereon. Borrower shall execute whatever security agreements, financing statements and other documents and instruments as Bondowner Representative may require in fullorder to confirm Bondowner Representative’s security interest in and/or control over such accounts (including, without limitation, the Replacement Reserve referred to in the Replacement Reserve Agreement, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforfunds deposited therein).

Operating Expenses. From and after the occurrence Prior to commencement of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1)each Operating Year or as soon thereafter as is reasonably possible, Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant Landlord will furnish to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into Tenant an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out estimate of the Operating Expense Account to pay Approved Expenses for such Operating Year and if the same shall be in excess of the Base Operating Expenses, the installments of rent payable hereunder in respect of each month of such Operating Year shall be increased by way of Additional Rent by an amount equal to one- twelfth (1/12) of seventy-three and five one hundredths percent (73.5%) (during the First Term) or forty and five one hundredths percent (40.5%) (during the Second Term) of such excess (the "Tenant's Estimated Share"), and Tenant shall make payment thereof to Landlord accordingly. After the end of each Operating Year, the Landlord shall furnish to Tenant a statement of Landlord's actual Operating Expenses for such Operating Year, and Tenant shall pay to Landlord an amount equal to seventy-three and five one hundredths percent (73.5%) (during the First Term) or forty and five one hundredths percent (40.5%) (during the Second Term) of the excess of such Operating Expenses over the Base Operating Expenses ("Tenant's Actual Share"). If Tenant's Actual Share is greater than the amount paid by Tenant to Landlord as Tenant's Estimated Share, then Tenant shall pay this difference to Landlord within fifteen fourteen (1514) days after delivery of such statement. If Tenant's Actual Share is less than the amount paid by Borrower Tenant to Lender Landlord as Tenant's Estimated Share, then Landlord shall refund the excess to Tenant within fourteen (14) days after delivery of such statement. Tenant shall have the right to examine, at its expense, the Landlord's records with respect thereto in the Landlord's office for a request therefor period of sixty (but 60) days from the Tenant's receipt of such statement. Tenant shall not more often have the right to examine such records thereafter. 2.01. If this Lease shall terminate other than once per month)on the expiry of an Operating Year in any Operating Year, then in increments computing the amount payable by Tenant under this Article for the period from the commencement of at least $10,000the Operating Year in which the Lease terminates until the date of termination, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved the Base Operating Expenses shall be deducted from the Operating Expenses for such Operating Year and a description thereof, Tenant shall pay one-three hundred sixty-fifth (y1/365) that all previous disbursements of seventy-three and five one hundredths percent (73.5%) for each day of such Operating Year during which this Lease shall have been or will be used in full force and effect during the First Term and one-three hundred sixty-fifth (1/365) of forty and five one hundredths percent (40.5%) of such sum during the Second Term. The obligations of the parties hereto to pay adjust sums owed pursuant to this Article shall survive the previously identified Approved expiration of the term of this Lease Failure of Landlord to furnish a statement of actual Operating Expenses and (z) or to give notice of an adjustment to Annual Rent under this Article in a timely manner shall not prejudice or act as a waiver of Landlord's right to furnish such statement or give such notice at a subsequent time or to collect any adjustments to the Base Rent for any preceding period, provided, however, that all outstanding trade payables (other Landlord agrees to give any such statement no later than those to be paid 12 months from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforexpiration of any Lease Year.

Operating Expenses. From (a) This Lease contemplates a transaction commonly described as a “triple-net lease” whereby the parties intend that Tenant shall bear all of the costs related to the operation, repair, maintenance, management, restoration and after replacement of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1)Building or any portion thereof, Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount except as otherwise expressly set forth in this Lease (collectively, “Operating Expenses”). Subject to the Approved Annual Budget provisions of Section 1.7 above, in addition to the Base Rent, Tenant shall pay to Landlord during the Term of this Lease one hundred percent (100%) of Operating Expenses as provided in this Section 3.3. The Parties acknowledge that, Landlord intends to record a subdivision of the single legal parcel currently containing the Building and the building located at 5▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ into two (2) legal parcels (“Lot Split”) in the Official Records of San Diego County prior to the Direct Expense Date. Following the Lot Split, one new parcel will consist of the portion of the original parcel located at 5▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“5870 Parcel”), including the Building, and the other new parcel will consist of the portion of the original parcel located at 5▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“5880 Parcel”), including the building thereon. Beginning on the date (“Direct Expense Date”) which is the later of the Rent Commencement Date (i.e., January 1, 2005) or the effective date of the Lot Split, (i) Tenant shall be responsible for one hundred percent (100%) of the Operating Expenses attributable to the 5870 Parcel and the Building, including all of the costs related to the operation, repair, maintenance, management, restoration and replacement of the areas of the 5870 Parcel that were common areas prior to the Lot Split; (ii) Tenant shall pay Operating Expenses directly to the service providers, contractors or other appropriate third parties, except as provided below in this Section 3.3; (iii) Tenant shall maintain, repair and replace the Building Systems and shall make such structural or capital improvements to the 5870 Parcel and the Building as may be necessary to comply with Tenant’s obligations under this Lease, provided, that, Tenant shall not be obligated to make any structural or capital improvements to the foundation, roof, or structural or exterior walls of the Building; (v) Landlord shall be responsible only for costs related to the foundation, roof, and structural and exterior walls of the Building; and (vii) Tenant shall continue to pay Landlord directly for the following month as being necessary for payment of Approved Real Property Taxes. (b) Operating Expenses payable by Tenant shall include, without limitation: (i) costs and expenses incurred in the operation, repair, maintenance, management and replacement of (A) surfaces, coverings and parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, landscaped areas, striping, irrigation systems, lighting facilities, fences and gates, and all taxes and assessments, utilities, insurance premiums, administrative charges and other costs; and (B) all heating, air conditioning, plumbing, electrical systems, life safety equipment, telecommunications equipment, elevators and escalators, tenant directories, fire detection systems, sprinkler systems and other equipment servicing the Building (collectively, “Building Systems”); (ii) janitorial and trash disposal for the common areas; (iii) the cost incurred in connection with the implementation or operation of a transportation system management program or similar program, and the cost of any equipment rental agreements or personal property used in connection with the maintenance, operation or repair of the Building; (iv) the cost of the premiums for the liability and property insurance policies (including, but not limited to, boiler and machinery insurance), earthquake and flood insurance and other insurance policies maintained by Landlord, pursuant to Section 7 below; (v) the cost of water, sewer, gas, electricity, heating, ventilation, air-conditioning and other utilities or services provided to the Building; (vi) replacing and/or adding improvements mandated by any governmental agency and any repairs or removals necessitated thereby, except for any capital improvements, repairs and/or replacements made by Landlord to the foundation, roof, and structural and exterior walls of the Building as these expenses shall be at Landlord’s sole cost and expense; (vii) replacing equipment or improvements (other than the Property for such month roof, the foundation and which are not otherwise paid by WM Recycle America, LLC the structural and exterior walls of the Building); and (viii) association fees payable pursuant to the Waste Management Lease CC&Rs and any other owners’ association dues or fees. The components of Operating Expenses listed as items (iv) and (viii) above (i.e., insurance costs and association fees), together with any additional fundsReal Property Taxes, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be paid directly by Landlord. Tenant shall be transferred by or at the direction of Lender into pay Landlord such costs, together with an Account established administrative fee equal to hold such funds two percent (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c2%) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expensesaggregate amount of items (iv) and (viii) above and Real Property Taxes, within fifteen (15) days after delivery of invoice therefor to Tenant from Landlord, which invoice shall include the itemized b▇▇▇ received by Borrower Landlord for such item. Tenant shall have no obligation to Lender of a request therefor reimburse Landlord for any Operating Expenses pursuant to this Section 3.3 other than for items (but not more often than once per month), in increments of at least $10,000, provided (iiv) such disbursement is for an Approved Operating Expense; and (iiviii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses above, the Real Property Taxes and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforadministrative fee.

Operating Expenses. From and after The amount of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount Annual Operating Expenses set forth in Subsection 1(h) above represents Tenant’s Share of the Approved Annual Budget estimated Operating Expenses for the following month as being necessary for payment of Approved calendar year in which the Term commences. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. Each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property Property), Landlord shall provide Tenant with a statement of Operating Expenses for the preceding calendar year or part thereof. Landlord will promptly provide to Tenant supporting information with respect to a statement of Operating Expenses such month as invoices for taxes and which are not otherwise paid by WM Recycle Americainsurance upon Tenant’s request. Within 30 days after delivery of the statement to Tenant, LLC pursuant Landlord or Tenant shall pay to the Waste Management Lease (together other the amount of any overpayment or deficiency then due from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. If Tenant does not give Landlord notice within 60 days after receiving Landlord’s statement that Tenant disagrees with any additional fundsthe statement and specifying the items and amounts in dispute, if anyTenant shall be deemed to have waived the right to contest the statement. If Tenant disagrees with the statement and specifies the items and amounts in dispute, for Extraordinary Tenant shall, pending the resolution of such dispute, nonetheless pay all of Tenant’s Annual Operating Expenses requested by Borrower and approved by Lender in accordance with the terms hereof)statement furnished by Landlord. Upon the resolution of such dispute, which amounts the amount due Tenant (if any) shall be shall be transferred by credited against future payments of Rent. Landlord’s and Tenant’s obligation to pay any overpayment or at deficiency due the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited other pursuant to this Section 6.5 are referred to herein as shall survive the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes expiration or termination of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out Lease. It is the intention of the Operating Expense Account parties that except as set forth herein to pay Approved Operating Expensesthe contrary, within fifteen (15) days after delivery by Borrower to Lender of this Lease is a request therefor (but not more often than once per month)“triple net lease” and Landlord shall receive the Annual Base Rent, in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Annual Operating Expenses and a description thereofother sums required of Tenant under the Lease, (y) that except for Landlord’s obligations set forth in this Lease, undiminished from all previous disbursements have been costs, expenses and obligations of every kind relating to the Premises, which shall arise or will become due during the Term, all of which shall be used to pay paid by Tenant. Notwithstanding the previously identified Approved foregoing or any other provision of this Lease, after the first full calendar year following the Commencement Date, the amount of Annual Operating Expenses paid by Tenant shall not exceed one hundred three percent (103%) of the amount of Annual Operating Expenses paid by Tenant for the preceding calendar year measured on a cumulative basis; provided, however, the foregoing cap shall not be applicable to Non-Controllable Operating Expenses (as hereinafter defined). “Non-Controllable Operating Expenses” are defined as taxes and assessments (z) that all outstanding trade payables (other than those including pursuant to be paid from the requested disbursement any recorded covenants or those constituting Permitted Indebtedness) have been paid in fullagreements), insurance costs, snow removal and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforutility expenses.

Operating Expenses. From and after (a) During the occurrence first Option Period, Tenant shall pay for Tenant’s Pro Rata Share of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof)of the Lease, including without limitation, the cap on Tenant’s Pro Rata Share of Operating Expenses as set forth in Section 6 of the First Amendment (which amounts shall be shall be transferred by or at its terms, as modified by Section 6 of the direction of Lender into an Account established Second Amendment, applies only to hold such funds the Original Premises (as defined in the Second Amendment) and does not apply to the Expansion Space (as defined in the Second Amendment) (the “Operating Expense AccountOriginal Premises CAM Cap”). Amounts deposited pursuant . (b) In addition to this Section 6.5 are referred the Original Premises CAM Cap, during the first Option Term, Tenant’s Pro Rata Share of Operating Expenses attributable to herein as the “Expansion Space shall not increase by more than 5% per calendar year on a compounding and cumulative basis throughout the first Option Term, prorated and adjusted for any partial years (e.g. Tenant’s Pro Rata Share of Operating Expense Funds”. Provided no Event Expenses for 2015 shall not exceed 105% of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does Tenant’s Pro Rata Share of Operating Expenses for 2014; Tenant’s Pro Rata Share of Operating Expenses for 2016 shall not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out exceed 105% of the maximum allowable amount of Tenant’s Pro Rata Share of Operating Expense Account Expenses permitted for 2015; etc.). If Tenant exercises one or more of the remaining Extension Option(s) provided in Section 8 of the First Amendment, then Tenant’s Pro Rata Share of Operating Expenses during each Option Term shall be subject to pay Approved the foregoing 5% per annum cap, with the cap on Tenant’s Pro Rata Share of Operating ExpensesExpenses for the first calendar year during each Option Term to be 5% in excess of the maximum allowable amount of Tenant’s Pro Rata Share of Operating Expenses permitted for the calendar year immediately preceding the first calendar year of the applicable Option Term; provided, within fifteen however, Landlord shall have the right, by written notice delivered to Tenant no later than sixty (1560) days after delivery by Borrower prior to Lender the commencement date of a request therefor (but not more often than once per month)the applicable Option Term, in increments to designate that the cap on Tenant’s Pro Rata Share of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will for the first calendar year during such Option Term shall instead be used to pay 5% in excess of the previously identified Approved actual Tenant’s Pro Rata Share of Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from for the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to calendar year immediately preceding the amount, necessity and purpose thereforfirst calendar year of such Option Term.

Operating Expenses. From In addition to Base Rent payable under paragraph 3.1 above, Tenant agrees to pay, commencing on the Term Commencement Date and after continuing throughout the occurrence Term, as Additional Rent its pro-rata share of a Sweep Event the “Operating Expenses” (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget hereinafter defined) for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle AmericaBuilding and, LLC pursuant to the Waste Management Lease (extent applicable, to the Property, together with any additional fundsand all sales or use taxes levied thereon. The pro-rata share of Operating Expenses (“Share”) to be paid by Tenant shall be 22.74% (364,168 rentable square feet of the Leased Premises divided by 1,601,218 rentable square feet of the Building) of the Operating Expenses. Landlord agrees that notwithstanding anything contained in this Lease to the contrary, if anysubject to the abatement provided for herein, Tenant’s Share of Operating Expenses are fixed at $0.75 per rentable square foot per year for Extraordinary the initial twelve (12) months of the Term based upon the budget attached hereto as Exhibit C, which to the best of Landlord’s knowledge fairly and accurately describes the anticipated Operating Expenses requested by Borrower for calendar year 2013. Landlord shall deliver monthly invoices to Tenant for Tenant’s Share of Operating Expenses, and approved by Lender such invoices shall be due and payable within ten (10) days of receipt. From time to time during the Term, Landlord shall send a statement of Operating Expenses to Tenant for any portion of the Term that has expired providing in accordance reasonable detail a statement of all Operating Expenses incurred in the operation of the Property along with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds amount representing Tenant’s Share thereof (the “Operating Expense AccountStatement”). Amounts deposited pursuant to this Section 6.5 are referred to herein as Concurrently with the “Operating Expense Funds”. Provided no Event invoice described above, Landlord shall also provide an estimate of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved future Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay new estimate of the previously identified Approved monthly Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from payable by Tenant as Additional Rent under the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforterms of this Lease.

Operating Expenses. From and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget Operating expenses for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America(including, LLC pursuant to the Waste Management Lease (together with any additional fundswithout limitation, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; utility charges, and (ii) expenses prepaid by Seller) shall be prorated as of 11:59 p.m. (Pacific Time) of the day prior to the Closing. Seller shall pay all such disbursement operating expenses (including utility charges) attributable to any period prior to the date upon which the Closing occurs, and Purchaser shall pay all operating expenses attributable to any period beginning on or after the date upon which the Closing occurs. To the extent that the amount of actual consumption of any utility services is accompanied by not determined prior to the Closing, a proration shall be made at the Closing based on the last available reading, and post‑Closing adjustments between Purchaser and Seller shall be made within twenty (A20) an Officerdays of the date that actual consumption for such pre‑Closing period is determined. As to utility charges, Seller may elect to pay one or more of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects and such utility service is terminated as of Closing, such item shall not be apportioned hereunder and Seller’s Certificate certifying (x) that such funds will be used obligation to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay item directly shall survive the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullClosing, and Seller shall indemnify, protect, defend and hold harmless Purchaser from and against all liability, losses, damage, costs and expenses (Bincluding reasonable attorneys’ fees and disbursements) documentation satisfactory to Lender as to suffered or incurred by Purchaser with respect thereto. After the amountClosing, necessity Purchaser shall pay all amounts for which Purchaser receives credit under this Section and purpose thereforshall indemnify, protect, defend and hold harmless Seller from and against all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) suffered or incurred by Seller with respect thereto, which obligation shall survive the Closing.

Operating Expenses. From 4.1 Landlord shall provide Tenant with a statement (“Statement”) as to the actual Operating Expenses incurred by Landlord for each twelve (12) month period during the entire term of this Lease within forty-five (45) days of the expiration of said period. The actual Operating Expenses for the first twelve (12) months of the term are referred to hereafter as the “Dedicated Rental Payments.” The product of $6.50 and after the occurrence actual square footage of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues the Building, as finally determined in accordance with Section 6.1)Paragraph 1.8 of this Lease, Borrower shall deposit with or on behalf is hereafter referred to as the “Base Year Payment.” (a) Within thirty (30) days after delivery of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget Statement for the following month as being necessary for payment first year of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to term: (i) Tenant shall pay Landlord the Waste Management Lease (together with any additional fundsamount, if any, for Extraordinary by which the Dedicated Rental Payments exceed the Base Year Payment, or (ii) Landlord shall pay Tenant the amount, if any, by which the Base Year Payment exceeds the Dedicated Rental Payments. (b) In the event that the actual Operating Expenses requested by Borrower and approved by Lender in accordance with any twelve (12) month period, excluding the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds first twelve (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c12) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out months of the Operating Expense Account term, are less than the aggregate of the Dedicated Rental Payments, Landlord shall, within thirty (30) days of delivery of the Statement, pay to pay Approved Tenant a sum equal to (i) the amount by which the Dedicated Rental Payments exceeded the actual Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by Tenant’s Estimated Payments (Ahereafter defined). (c) an Officer’s Certificate certifying (x) In the event that such funds will be used to pay such Approved the actual Operating Expenses and in any twelve (12) month period, excluding the first twelve (12) months of the term, exceed the aggregate of the Dedicated Rental Payments, Tenant shall, within thirty (30) days of its receipt of Landlord’s statement of actual Operating Expenses, pay to Landlord as ADDITIONAL RENT a description thereof, (y) that all previous disbursements have been or will be used sum equal to pay the previously identified Approved amount by which the Actual Operating Expenses exceeded the Dedicated Rental Payments minus Tenant’s Estimated Payments. Tenant shall, during the entire term of this Lease and any extensions thereto, pay Landlord, on a pro-rata basis as additional rent, a sum equal to the amount by which the annual Operating Expenses for the prior year exceeded the Dedicated Rental Payments (zTenant’s Estimated Payments). 4.3 For the purpose of this Lease, “Operating Expenses” are hereby defined to mean those expenses paid or incurred by Landlord for maintaining, operating and repairing the Building and Leased Premises, and shall include, without limitation, the cost of electric utility service, ventilation and air-conditioning, water, window cleaning, janitorial service, insurance, including but not limited to fire insurance, with full extended coverage (all risk), up to one (1) that all outstanding trade payables (other than those year’s casualty rent insurance, public liability insurance, worker’s compensation insurance, or elevator insurance carried by the Landlord and applicable to the Leased Premises; taxes, as hereinafter defined in ¶4.4; painting and decorating, garbage disposal service, snow removal, security services, landscaping, customary management fees paid to bona fide third parties, cost of wages to be paid from allocated if work is performed on multiple sites and salaries of all persons engaged in the requested disbursement or those constituting Permitted Indebtedness) have been paid in fulloperation, maintenance and repair of the Leased Premises, and (B) documentation satisfactory so-called fringe benefits, including social security taxes, unemployment insurance taxes, cost for providing coverage for disability benefits, cost of any pensions, hospitalization, welfare or retirement plans or any other similar or like expenses incurred under the provisions of any collective bargaining agreement, or any other commercially reasonable cost or expense which Landlord pays or incurs to Lender provide benefits for employees so engaged in the operation, maintenance and repair of the Leased Premises, the charges of any independent contractor who, under contract with Landlord or its representatives, does any of the work of operating, maintaining or repairing of the Leased Premises, reasonable legal and accounting expenses, or any other expense or charge whether or not hereinbefore mentioned, which in accordance with generally accepted accounting and management principles would be considered as to an expense of maintaining, operating or repairing the amountLeased Premises, necessity and purpose therefor.inclusive of replacement costs, which replacement costs shall not include those which are properly capitalized in accordance with sound accounting practice and

Operating Expenses. From In addition to the Base Rent described above, commencing on the Rent Commencement Date, Tenant shall pay to Landlord Tenant’s Pro Rata Share (as defined below) of Operating Expenses, as detailed in subparagraph (ii) below. (i) For the initial period of the Lease Term ending on December 31, 2011, the total estimated annual Operating Expenses shall be $263,023, payable in monthly installments of 1/12th of the annual estimate and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved total Operating Expenses at the Property Premises for such month the first Lease year is attached to this Lease as Exhibit E. Tenant’s Pro Rata Share of Operating Expenses shall be 100%, representing Tenant’s percentage share of the total gross usable square footage in the Building. As soon as practicable after December 31, 2011, Landlord will calculate actual Operating Expenses for the previous year, and shall provide Tenant with an itemized accounting of same together with basic supporting information, along with the revised total estimated annual Operating Expenses for the then-current Lease year, which are not otherwise also shall be payable in monthly installments of l/12th of the annual estimate, subject however to any credit which may be due pursuant to this paragraph 3(C)(i). Landlord shall provide detailed supporting information promptly following a request by Tenant for the same. At that time, if Tenant’s Pro Rata Share of the actual Operating Expenses for the previous year exceeded the amount paid by WM Recycle AmericaTenant, LLC pursuant Tenant shall have sixty (60) days from the date of written notice from Landlord to pay the difference. If Tenant’s Pro Rata Share of actual Operating Expenses for the previous year is less than the amount paid by Tenant, Tenant shall receive a credit against the next month’s (or months’, as the case may be) Pro Rata Share of Operating Expenses in that amount. Upon the termination of the term of this Lease, final adjustments will be made by the parties in a similar fashion after the end of the calendar year in which such termination occurs. If Tenant wishes to dispute an amount shown on the annual statement of Operating Expenses, Tenant shall give Landlord written notice of such dispute within three (3) months after Tenant’s receipt of the annual statement. Promptly after the receipt of such notice, Landlord and Tenant shall endeavor in good faith to resolve such dispute. If such efforts do not succeed, Tenant shall have the right to cause a nationally or regionally recognized independent certified public accountant designated by Tenant, to be paid on an hourly and not a contingent fee basis, and otherwise reasonably acceptable to Landlord, to audit Landlord’s records pertaining to the Waste Management Lease Premises and the Operating Expenses, provided that Tenant (together with any additional fundsi) notifies Landlord in writing of Tenant’s intention to audit within thirty (30) days after the initial Tenant written notice of dispute referenced above, (ii) actually begins such audit within the subsequent thirty (30) day period, and (iii) diligently pursues the audit to completion as quickly as reasonably possible. Tenant shall bear all costs of such audit, including Landlord’s actual copying costs and personnel costs, if any, incurred in connection with such audit, except that if the audit (as certified by the auditor) shows an aggregate overstatement of Operating Expenses by three percent (3%) or more, then Landlord shall bear all costs of the audit. (ii) Landlord is responsible for Extraordinary ensuring that all Operating Expenses assessed against Tenant are reasonable, actual and necessary out-of-pocket expenses of Landlord (except Landlord may use its normal accrual method of accounting), obtained at prices that are consistent with practice for comparable (Class A office) facilities in the Burlington, Vermont area, consistent with the types of operating expenses charged to tenants in comparable facilities in the Burlington, Vermont area, and are directly attributable to the operation, maintenance, management, and repair of the Premises (all as may be more fully described in, and subject to, Paragraphs 6, 7 and 8 of this Lease), including, driveways, walks and other improvements reasonably necessary to support the use and occupancy of the Premises, as determined under generally accepted accounting principles consistently applied, including but not limited to (for the avoidance of doubt, to the extent there may be two or more items listed below that would ordinarily be interpreted as being the same, it shall only be counted once in the determination of any fees or charges hereunder): (1) property taxes; (2) snow and debris removal from all parking lots, driveways, sidewalks and emergency exits in or on 124 Technology Park Way, and to Tenant’s standards and specifications; (3) landscaping, including maintenance of the parking lots and lawns, trees, shrubbery, walkways, and sidewalks at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇; (4) maintenance of the roof, exterior shell and structural elements of the Building; (5) exterior lighting as shown on Exhibit A; (6) sprinkler system, water entrance into the Building, fire alarm system and panel; (7) the base HVAC, plumbing, electrical systems located in the mechanical room; (8) salaries, and other compensation (excluding officers and management of Landlord higher than the Building Manager); including payroll, income, unemployment and social security taxes, vacation, holiday, and other paid absences; and welfare, retirement, and other fringe benefits; that is paid to employees of Landlord engaged in the actual operation, repair, management, or maintenance of the Premises, pro-rated to reflect time spent by such employee on the actual operation and management of the Premises, including the following; provided, however, that for the avoidance of doubt, Tenant and Landlord agree that since Tenant will be occupying 100% of the Property, Tenant will be taking care of the interior of the Building and will not require the services of any of Landlord employees, agents or contractors therefor except as expressly provided for herein; and provided, further, that in such instance Tenant acknowledges that if it requests Landlord’s assistance in the interior or such interior work is required under the terms of this Lease, the costs of the same will be fully passed through to Tenant, without any up- or surcharges thereto (except that Landlord may charge a five percent (5%) management fee for work requested by Borrower and approved by Lender in accordance with the terms hereofTenant that is not chargeable as an Operating Expense), which amounts shall be shall be transferred by or at and otherwise subject to the direction conditions of Lender into and to the extent allowable as an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to under this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred Lease; (a) inspectors; (b) window cleaners, miscellaneous repair persons, janitors, cleaning personnel; and (c) engineers, mechanics, electricians, and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (plumbers; but not more often than once per month)one on-premises full-time manager or superintendent and only to the extent and for such time as may be required to perform Landlord’s obligations under the Lease and/or complete the work requested by Tenant; (9) repairs and maintenance of the Premises and the cost of supplies, in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullmaterials, and equipment for Premises repairs and maintenance, that under generally accepted accounting principles consistently applied, would not be capitalized; (B10) documentation satisfactory premiums and other charges incurred by Landlord for insurance on the Premises as follows: (a) fire insurance, extended coverage insurance, and earthquake, windstorm, hail, and explosion insurance; (b) public liability and property damage insurance; (c) boiler and machinery insurance; sprinkler leakage, water damage, water damage legal liability insurance; burglary, fidelity, and pilferage insurance on equipment and materials; (d) insurance Landlord is required to Lender carry under Paragraph 15; and (e) other insurance as to is customarily carried by operators of comparable commercial/industry buildings in the amount▇▇▇▇▇▇▇▇▇▇ County area; (11) costs incurred for inspection and servicing, necessity including all outside maintenance contracts necessary or proper for the maintenance of the Premises, such as janitorial and purpose therefor.window cleaning, rubbish removal, exterminating, water treatment, electrical, plumbing, and mechanical equipment, and the cost of materials, tools, supplies, and equipment used for inspection and servicing;

Operating Expenses. From and after (a) For each calendar year occurring during the occurrence Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense AccountShare”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8)However, Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1,2004 and ending on December 31,2004), Operating Expense; Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such disbursement is accompanied by calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) an Officer’s Certificate certifying (x) that Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullcalendar year, and (B) documentation satisfactory to Lender for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31,2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as to the amount, necessity and purpose therefor.provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. From (a) Throughout the Term, Tenant shall pay on a monthly basis, without demand, as Additional Rent for the Premises, Tenant's Proportionate Share of the Operating Expenses (as defined in Section 4.01 (b) hereof) of the Building. Such ---------------- payments shall be made as follows: (1) Prior to the Commencement Date and after on the occurrence first day of a Sweep Event January of each year during the Tenn. or as soon thereafter as is practicable, Landlord Shall furnish Tenant with Landlord's estimate of the Operating Expenses for the forthcoming year, On the first day of each month during such year, Tenant shall pay one-twelfth (taking into account Borrower’s deposit 1/12/th/) of Rents and Gross Revenues in accordance Tenants Proportionate Share of the estimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Section 6.1), Borrower shall deposit with or on behalf of Lender Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term (or by the Commencement Date, as the case may be), then., until the first day of the calendar month following the month in which Tenant is given Landlords estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the first day of each Monthly Payment Date calendar month the monthly amount set forth in the Approved Annual Budget sum payable by Tenant under this Section 4.01 for the following month of ------------ December of the preceding year. (2) On the first day of March of each year during the Term, or as being necessary for payment soon thereafter as reasonably practical but in no event later than the first day of Approved June of each year, Landlord shall furnish to Tenant a statement of the actual Operating Expenses for the preceding year (the "Operating Expense ----------------- Statement") audited by Beers & ▇▇▇▇▇▇ or another reputable firm that has at the Property --------- least 10 years experience with audits for office buildings and is reasonably approved by Tenant within ten (10) days after Landlord notifies Tenant which auditor Landlord intends to employ for such month and which are not otherwise paid audit ("Auditor"). Within thirty ------- (30) days after the delivery of the Operating Expense Statement, a lump sum payment will be made by WM Recycle America, LLC pursuant Tenant equal to the Waste Management Lease (together with any additional fundsamount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if arty, which Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above. If Tenant's Proportionate Share of the actual ------------------ Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above, Landlord shall apply ------------------ such amount to the next accruing installments of Rent due hereunder or, in the event that the Term has expired or been earlier terminated Landlord shall reimburse Tenant for Extraordinary the overpayment within 30 days after delivery of the statement. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of any change in Landlord's estimate. of Operating Expenses requested for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. The effect of this Section 4.01(a) is that Tenant will pay during --------------- each year during the Term Tenant's Proportionate Share of actual Operating Expenses. Tenant's and Landlord's obligations hereunder shall survive expiration or earlier termination of this Lease. (3) If the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of December, the actual Operating Expenses for the year in which the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by Borrower a fraction, the numerator of which shall be the number of days during such fractional year filling within the Term, and approved by Lender the denominator of which is 365 (or 366, in accordance the case of a leap year ). The provisions of this Section 4.01 shall survive the Expiration Date or any sooner ------------ termination provided for in this Lease. (b) As used in this Lease, "Operating Expenses" means all expenses, ------------------ costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the terms hereofoperation, repair, and maintenance of the Building and the Land (provided that Landlord shall allocate between the Building and Fair Lakes South expenses associated with the maintenance of the Land based on the square footage of each building), which amounts costs shall include all expenditures by Landlord to maintain all facilities in operation at the beginning of the Term and such additional facilities installed in subsequent years as Landlord reasonably may consider necessary or beneficial for the operation. of the Building. All Operating Expenses shall be determined according to generally accepted accounting principles (which shall be transferred by or at consistently applied) and shall include. but are not limited to, the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.following:

Operating Expenses. From (a) Tenant shall pay to Landlord Tenant's Share of all Operating Expenses (defined in Section 5.2(b) below) for each calendar year, or part thereof, during the Lease Term (subject to any waiver of Additional Rent as expressly provided in this Lease). Tenant's Share of Operating Expenses per month for the period ending December 31, 2001, shall not exceed Tenant's Share of Monthly Operating Expense Base (Section 1(j)). On or before the beginning of each calendar year during the Lease Term, Landlord shall endeavor to submit to Tenant a written estimate of Tenant's Share of Operating Expenses for the upcoming calendar year, Tenant shall pay Tenant's Share of Operating Expenses for each calendar year or partial calendar year in monthly installments, based upon Landlord's estimate, on the first (1st) day of each calendar month. Within ninety (90) days after the end of each calendar year or partial calendar year, Landlord shall furnish Tenant with a statement of the actual amount of Tenant's Share of Operating Expenses for such period (the "Year-End Statement"), but Landlord's failure to timely provide such statement shall not constitute a waiver of Landlord's right to submit such statement subsequent to the end of such ninety (90) day period and shall not affect Landlord's right to collect or Tenant's obligation to pay any amounts due thereunder. Tenant shall have the right, at its expense, to have a certified public accountant review Landlord's books and records relating to the Operating Expenses for such period at Landlord's office during normal business hours and after reasonable notice to Landlord and shall have sixty (60) days after delivery of the occurrence Year-End Statement to object in writing to the accuracy of a Sweep Event the Year-End Statement. If Tenant does not object within such sixty (taking into account Borrower’s deposit 60) day period, the Year-End Statement shall be conclusive and binding on Tenant. Objections by Tenant shall not excuse or abate Tenant's obligations to make payments required under this Sect▇▇▇ ▇.2 (a) pending the resolution of Rents and Gross Revenues in accordance with Tenant's objections. If the total amount paid by Tenant under this Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date 5.2(a) for any calendar year is less than the monthly actual amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property due from Tenant for such month and which are not otherwise paid by WM Recycle Americayear as shown on the Year-End Statement, LLC pursuant Tenant shall pay the difference to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, Landlord within fifteen (15) days after delivery the furnishing of each such statement. If the total amount paid by Borrower Tenant hereunder for any such calendar year exceeds the actual amount due from Tenant for such calendar year, such excess shall be credited against the next installment due from Tenant to Lender of a request therefor (but not more often than once per monthLandlord under this Section 5.2.(a), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.

Operating Expenses. From The Security Deposit shall serve as a security for the prompt, full, and after faithful performance by Tenant of the occurrence terms and provisions of a Sweep Event (taking into account Borrower’s deposit this Lease Agreement. In the event that Tenant is in default hereunder and fails to cure within applicable time permitted under this Lease Agreement, Landlord may use or apply the whole or any part of Rents the Security Deposit for the payment of Tenant's obligations hereunder. The use or application of the Security Deposit or any portion thereof shall not prevent Landlord from exercising any or other right or remedy provided hereunder or under any Law and Gross Revenues in accordance with Section 6.1)shall not be construed as liquidated damages. In the event the Security Deposit is reduced by such use or application, Borrower Tenant shall deposit with Landlord, within ten (10) days after written notice, an amount sufficient to restore the full amount of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from Landlord's general funds or pay interest on behalf the Security Deposit. Any remaining portion of Lender on or before each Monthly Payment Date the monthly amount set forth in Security Deposit shall be returned to Tenant within thirty (30) days subsequent to the Approved Annual Budget for Expiration Date, as the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC same may be extended pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender Article 39 hereof. Unless refunded in accordance with the terms hereof)remainder of this Article, which amounts if the Premises shall be expanded at any time, or if the Term shall be transferred by or extended at any increased rate of Rent, the direction of Lender into an Account established to hold such funds (Security Deposit shall thereupon be proportionately increased. Notwithstanding the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided foregoing, if no Event of Default has occurred and is continuing (as of the last day of the twenty-fourth full calendar month after the Commencement Date, Landlord shall refund the Security Deposit to Tenant, it being expressly understood and agreed that a Sweep Event triggered under Section 6.8(c) does not constitute if an Event of Default for purposes has occurred hereunder or under the Work Letter Agreement or any storage space or parking license entered into by Landlord and Tenant, Landlord shall have no obligation to refund the Security Deposit to Tenant pursuant to this sentence, but shall be otherwise obligated to refund the Security Deposit to Tenant pursuant to the remainder of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforArticle 34.

Operating Expenses. From and after (a) The amount of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount Annual Operating Expenses set forth in Section 1(f) above represents Tenant’s Share of the Approved Annual Budget estimated Operating Expenses for the following month as being necessary for payment first full calendar year of Approved the Term. Tenant’s Share of Operating Expenses arising from common services and amenities provided to or for the benefit of the Project will be based on (i) relative land area of the individual parcels comprising the Project for purposes of determining tenants’ relative shares of expenses related to real estate taxes and association fees (or, if no association then exists, expenses of a nature that would typically be covered by association fees), and (ii) relative rentable square footage of the individual buildings from time to time constructed within the Project for all other expense items, in any event allocated by Landlord in an equitable manner among the tenants in the Project. Landlord may adjust such amount no more than once per calendar year if the estimated Annual Operating Expenses for that particular calendar year increase or decrease. Landlord may also invoice Tenant separately no more than once per year for Tenant’s Share of any extraordinary or unanticipated and non‑customary Operating Expenses. By April 30th of each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property Property), Landlord shall provide Tenant with a statement of Operating Expenses (“Landlord’s Statement”) for such month and which are not otherwise paid by WM Recycle Americathe preceding calendar year or part thereof. Within 180 days after delivery of the statement to Tenant, LLC pursuant Landlord or Tenant shall pay to the Waste Management Lease (together with other party the amount of any additional fundsoverpayment or deficiency then due from one to the other or, if anyat Landlord’s option, Landlord may credit Tenant’s account for Extraordinary Expenses requested by Borrower any overpayment. Landlord’s and approved by Lender in accordance with Tenant’s obligation to pay any overpayment or deficiency due the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited other pursuant to this Section 6.5 are referred shall survive the expiration or termination of this Lease. Notwithstanding any other provision of this Lease to herein the contrary, Landlord may, in its reasonable discretion, redetermine no more than once per year the method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within the Building, to reflect any disparate levels of services provided to different types of space, and in such event, Landlord shall provide to Tenant a written explanation documenting the need for any such redetermination. (b) So long as the “Operating Expense Funds”. Provided no monetary Event of Default by Tenant has occurred and is continuing remains uncured, Tenant, or its representative, shall have the right, at Tenant’s sole cost and expense, to inspect Landlord’s books and records relating to the Landlord’s Statement for the purpose of verifying the information contained therein (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8the “Tenant Audit”), Lender provided that (i) Tenant shall disburse Operating Expense Funds have sent notice to Borrower out Landlord, in writing, no later than one hundred eighty (180) days after Tenant’s receipt of the Operating Expense Account Landlord’s Statement to pay Approved Operating Expensesbe verified, of its desire to conduct the Tenant Audit (the “Audit Notice”), (ii) the Audit Notice identifies with specificity the particular item(s) in the Landlord’s Statement that the Tenant believes is/are incorrect, and (iii) Tenant has paid all amounts previously charged to Tenant under the Landlord’s Statement in full. The Tenant Audit 4 QB\129138.00037\24864053.9 shall be conducted during regular business hours at a location acceptable to Landlord, by Tenant’s personnel and/or an independent firm of certified public accountants that is not being compensated by Tenant on a contingency fee basis. Landlord shall deliver copies of the relevant books and records to Tenant by courier or overnight mail at Tenant’s notice address set forth in this Lease or such other address as Tenant may designate to Landlord in writing. The Tenant Audit shall commence by no later than the 90th day after Landlord’s receipt of the Audit Notice, and shall be completed within ninety (90) days after timely commencement of the Tenant Audit, subject to Landlord’s reasonable cooperation. A copy of the results of the Tenant Audit shall be delivered to Landlord within fifteen (15) days after delivery the completion of the Tenant Audit. If Tenant fails to timely request or commence the Tenant Audit, or the results of the Tenant Audit are not timely delivered to Landlord in strict compliance with this Section, or Tenant fails to strictly follow any of the procedures set forth in this Section, the applicable Landlord’s Statement shall be deemed to have been approved and accepted by Borrower Tenant as correct. The Tenant Audit shall be limited strictly to Lender those items in the then current Landlord’s Statement, and Tenant shall not be entitled to inspect any of Landlord’s books and records that apply to any Landlord’s Statement for a request therefor (but prior period. No subtenant has any right to conduct a Tenant Audit and no assignee shall conduct a Tenant Audit for any period during which such assignee was not more often in possession of the Premises unless such assignee has agreed in writing to be responsible for any additional Operating Expenses determined to be owed for such prior period. Once having conducted a Tenant Audit with respect to a particular Landlord’s Statement, Tenant shall have no right to conduct another Tenant Audit of the same Landlord’s Statement. Tenant acknowledges and agrees that all records reviewed under this Section 6 constitute confidential information of Landlord, which shall not be disclosed to anyone other than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses the auditor, accountants, attorneys and a description thereofother professionals engaged by Tenant and directly involved in the Tenant Audit, (yB) that all previous disbursements the employees of Tenant who have been a need to know and who receive the results of the Tenant Audit, (C) any permitted successor, assignee or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullsubtenant of Tenant, and (BD) documentation satisfactory as otherwise may be required by law. In the event that the results of the Tenant Audit reveal that Tenant has overpaid its obligations for a prior period and is due a credit, Landlord shall credit the amount due against Tenant’s next installment(s) of estimated Operating Expense, or provide a refund at Tenant’s discretion. Tenant will not have the right to Lender terminate the Lease on account of an overpayment. In the event that, as a result of the Tenant Audit, it is ascertained that Tenant has been underbilled for a prior period, the amount of such underbilling shall be paid by Tenant to Landlord with Tenant’s next installment of estimated Operating Expenses. In the event that the Tenant Audit shows that Tenant has overpaid Operating Expenses with respect to the amountLandlord’s Statement in question by five percent (5%) or more, necessity and purpose thereforLandlord shall reimburse Tenant for the reasonable out‑of‑pocket costs incurred by Tenant with respect to the Tenant Audit.

Operating Expenses. From 3.3.1 Commencing on the Commencement Date for each of Powered Shell-A, Powered Shell-B and after the occurrence Operational Space, Tenant shall be obligated to pay to Landlord as Additional Rent an amount equal to Operating Expenses (Actual) for such component of the Building. 3.3.2 No later than sixty (60) days prior to the date that Landlord reasonably anticipates the Commencement Date to occur, Landlord shall provide to Tenant a Sweep Event statement of the Operating Expenses (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget Projected) for the following month as being necessary for payment period commencing on the Commencement Date and ending on the last day of Approved the calendar year in which the Commencement Date occurs. In addition, no later than sixty (60) days before the beginning of each calendar year thereafter, Landlord shall provide to Tenant a statement of the Operating Expenses at (Projected) for the Property for such month immediately following calendar year. Such initial statement of the Operating Expenses (Projected) and which are not otherwise paid by WM Recycle America, LLC pursuant to each subsequent statement of the Waste Management Lease Operating Expenses (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 Projected) are referred to herein as the “Operating Expense FundsExpenses Budget”. Provided no Event Each Operating Expenses Budget shall be subject to Tenant’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, it shall be unreasonable for Tenant to withhold its approval of Default any proposed Operating Expenses Budget unless Tenant is able to demonstrate and reasonably justify an alternative budget that will result in fifteen (15%) or more in annual savings as compared to the proposed Operating Expenses Budget. 3.3.3 Tenant shall pay each Projected Operating Expenses Installment to Landlord the first day of each month during the Term of the Lease. Until Tenant has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out received the statement of the Operating Expense Account Expenses (Projected) from Landlord, Tenant shall continue to pay Approved Projected Operating ExpensesExpenses Installments to Landlord in the same amount (if any) as required for the last month of the prior calendar year. Upon Tenant’s receipt of such statement of the Operating Expenses (Projected), Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the amount paid by Tenant as Projected Operating Expenses Installments prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. Landlord shall provide Tenant a statement on or before May 15 after the end of each calendar year, showing Operating Expenses (Actual) as compared to the Operating Expenses (Projected) for such calendar year. If the Operating Expenses (Actual) for such calendar year exceeds the aggregate of the Projected Operating Expenses Installments collected by Landlord from Tenant, Tenant shall pay to Landlord, within fifteen thirty (1530) days after delivery following Tenant’s receipt of such statement, the amount of such excess. However, if the Operating Expenses (Actual) for such calendar year is less than the aggregate of Projected Operating Expenses Installments collected by Borrower Landlord from Tenant, Landlord shall pay to Lender Tenant, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. Landlord shall have the right from time to time during each calendar year to propose an update to the Operating Expenses (Projected) and provide Tenant with a revised statement thereof, which proposed update shall be subject to Tenant’s approval rights set forth in Section 3.3.2 above. Thereafter, Tenant shall pay Projected Operating Expenses Installments on the basis of the revised statement. If the Commencement Date is not the first day of a request therefor calendar year, or the expiration or earlier termination date of this Lease is not the last day of a calendar year, the Operating Expenses (but not more often than Actual) shall be prorated. The foregoing adjustment provisions shall survive the expiration or termination of the Term of this Lease. 3.3.4 Landlord agrees to keep books and records reflecting the Operating Expenses of the Property in accordance with generally accepted accounting principles. Tenant, at its expense, shall have the right, once per monthyear, within twelve (12) months after receiving Landlord’s statement of Operating Expenses (Actual) for a particular year, to audit Landlord’s books and records relating to the Operating Expenses as the case may be for such year. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual), Tenant shall be deemed to have approved such statement in increments all respects. Such audit shall be conducted by an independent, nationally recognized accounting firm. For the avoidance of at least $10,000doubt, provided (i) such disbursement is for an Approved Operating Expense; any all information obtained through the Tenant’s audit with respect to financial matters and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will any other matters pertaining to Landlord and/or the Property, as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be used subject to pay such Approved the provisions of Section 17.19 hereof. Notwithstanding the foregoing, if the amount of Operating Expenses and a description thereof, (yActual) that all previous disbursements set forth in Landlord’s statement is determined by Tenant’s audit to have been overstated by Landlord by more than $[***], Landlord shall reimburse Tenant for such overcharge and the commercially reasonable, out of pocket hourly or will be used to pay the previously identified Approved Operating Expenses flat fee costs and (z) that all outstanding trade payables (other than those to be expenses paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid by Tenant in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforconnection with Tenant’s review.

Operating Expenses. From At the start of the Lease Term, (a) electric service will be provided/charged to Tenant through sub-meters installed by Landlord at Landlord’s expense; and after the occurrence (b) natural gas service and hot and cold water supply will be provided/charged to Tenant based on Tenant’s Proportionate Share of such utility as provided above. For all utility charges Landlord will provide a Sweep Event (taking into account Borrower’s deposit full accounting of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget utility charges for the following month as being necessary for payment whole Building service and any of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant allocated or sub-metered services under the whole Building service. Notwithstanding anything contained in this Lease to the Waste Management Lease (together with any additional fundscontrary, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) an interruption, suspension or stoppage of an Essential Service (as hereinafter defined) shall occur, except any of the same caused by the negligence or intentional acts of Tenant or Tenant’s employees, contractors, agents or invitees, or any person claiming by, through or under Tenant, or due to any Event of Casualty as provided for in Section 17 (any such disbursement is for interruption of an Approved Operating Expense; Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such disbursement is accompanied by (A) an OfficerService Interruption occurs or continues as a result of the negligence or intentional acts of Landlord or Landlord’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereofemployees, (y) that all previous disbursements have been contractors, agents or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullrepresentatives, and (Biii) documentation satisfactory to Lender such Service Interruption continues for more than five (5) consecutive Business Days (as hereinafter defined) after Landlord shall have received notice thereof from Tenant, and (iv) as a result of such Service Interruption, the conduct of Tenant’s normal business operations in the Premises is materially and adversely affected, then there shall be an abatement of one day’s Fixed Rent and Additional Rent for each day during which such Service Interruption continues after such five (5) consecutive Business Day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding such Service Interruption, then the amount of each daily abatement of Fixed Rent and Additional Rent shall only be proportionate to the amountnature and extent of the interruption of Tenant’s normal business operations or ability to use the Premises. For purposes hereof, necessity the term “Essential Service” shall mean each of the following services: access to the Premises, electric service, natural gas service, hot and purpose thereforcold water supply, sewer / septic service, and HVAC service (to the extent controlled by Landlord).

Operating Expenses. From and after the occurrence of a Sweep Event Sublessee agrees to pay Sublessor, as "Additional Rent" under this Sublease, (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved i) Operating Expenses at payable pursuant to Section 6 of the Property for such month Lease applicable to the Sublet Premises, (ii) Taxes payable pursuant to Section 6 of the Lease applicable to the Sublet Premises, (iii) any other Additional Rent payable pursuant to Section 4.1 (b) of the Lease applicable to the Sublet Premises, and which are not otherwise paid by WM Recycle America, LLC (iii) all other charges payable pursuant to the Waste Management Lease and applicable to the Sublet Premises, which shall be payable in advance each month (together with pursuant to Sublessor's written estimate of such "Additional Rent" delivered to Sublessee) or in arrears if not billed sooner. Sublessee shall be responsible for paying all utility charges in respect of the Sublet Premises, including without limitation any charges for electricity, gas and HVAC. Sublessee shall also pay to Sublessor, as Additional Rent, all charges for any additional funds, if any, for Extraordinary Expenses services requested by Borrower and approved by Lender in accordance with the terms hereof), provided to Sublessee. Any Additional Rent which amounts may be payable to Sublessor shall be apportioned during the year in which the term of this Sublease commences and during the year in which such term shall end, such that Sublessee shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account obligated to pay Approved Operating Expenses, a proportionate share of such Additional Rent which is attributable to the number of days of their term hereof which are included in the period for which such Additional Rent is payable by Sublessor under the Lease. Sublessee shall pay Additional Rent within fifteen (15) days after delivery by Borrower to Lender of receipt of a request statement therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used from either Sublessor or Landlord. Sublessee's obligations to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay Additional Rent during the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from Sublease Term shall survive the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefortermination of this Sublease.

Operating Expenses. From Lessee shall pay one hundred percent (100%) of all expenses, including, but not limited to, Real Property Taxes, utilities, ect., incurred by lessor in operating and after maintaining the occurrence Premises and/or the Building thereon (collectively, the "Operating Expenses"). Lessor may invoice Lessee for the Operating Expenses, as and when paid, or Lessor may notify Lessee of a Sweep Event (taking into account Borrower’s deposit such estimate at the outset of Rents each calendar year of the Term, and Gross Revenues such estimate shall be payable by Lessee in monthly installments concurrent with Lessee's monthly payment of Base Rent, in accordance with Section 6.1)Paragraphs 1.5 and 4 of the Lease. Lessor may increase such estimate, Borrower in good faith, and Lessee shall deposit with or on behalf pay the difference between what Lessee would have paid had such estimate been in effect from the outset of Lender on or before such calendar year and what Lessee actually paid, and Lessee's subsequent monthly installments of such payments shall likewise be adjusted to reflect such increase. Following the end of each Monthly Payment Date calendar year of the monthly amount set forth Term, Lessor shall determine and notify Lessee in writing of the Approved Annual Budget actual Operating Expenses incurred by Lessor for the following month as being necessary for payment of Approved Premises. If the actual Operating Expenses at exceed the Property for such month and which are not otherwise paid by WM Recycle Americaestimated expenses, LLC pursuant Lessee shall pay the difference to Lessor concurrent with the Lessee's next monthly installment of Base Rent. If the estimated expenses exceed the actual Operating Expenses, Lessor shall reimburse the difference directly to Lessee. Lessor's failure to notify Lessee of the estimated Operating Expenses, prior to the Waste Management Lease (together Commencement Date of the Original Term or prior to the commencement of any calendar year of the Term, shall not foreclose Lessor from collecting, following such notification , the Operating Expenses, which expenses ( or balance) shall be due concurrent with any additional fundsLessee's next monthly installment of Base Rent; provided however, if anyLessor fails to notify Lessee of the estimated Operating Expenses for any upcoming calendar year, Lessee shall continue to pay the Operating Expenses in effect for Extraordinary Expenses requested by Borrower and approved by Lender the prior calendar year, until such time as Lessee is notified, in accordance with the terms hereof)writing, which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out Lessor's estimate of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is Expenses for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved the then-current calendar year. Operating Expenses and for a description thereof, partial month shall be prorated based upon a three hundred sixty-five (y365) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor- day calendar year.

Operating Expenses. From and after The amount by which Tenant's Share of Operating Expenses (as defined below) paid by Landlord during each calendar year or portion thereof during the occurrence Term (except for the Operating Expense Base Year) exceeds the Operating Expense Base (as defined in Section 1.01(s)) (or in the event of a Sweep Event (taking into account Borrower’s deposit portion of Rents and Gross Revenues in accordance with Section 6.1)a calendar year, Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out fraction of the Operating Expense Account Base that is equivalent to the portion of the calendar year in question); Each calendar year of the Term, except for the Tax Base Year, Operating Expense Base Year, and Utility Base Year, as applicable, Landlord shall deliver to Tenant an estimate of the annual Escalation Amounts payable by Tenant pursuant to this provision, and Tenant shall pay Approved to Landlord on the first of each month in advance, one-twelfth (1/12th) of Landlord's estimated amount. At the end of each year there shall be an adjustment made to account for any difference between the actual and the estimated Escalation Amounts for such calendar year. If Tenant has overpaid the Escalation Amounts owing pursuant to this provision, and provided Tenant is not in default hereunder, Landlord shall refund such overpayment to Tenant; provided, however, that Landlord. shall have the right, in its sole discretion, to credit such overpayment to unpaid Rent payable by Tenant under this Lease, whether or not same is then due. Notwithstanding anything to the contrary contained in this Lease, if Tenant's Share of Real Property Taxes or Operating ExpensesExpenses daring any calendar year during the Term of this Lease is less than the Tax Base or Operating Expense Base, within fifteen as applicable, for such item, such shortfall shall not be applied to reduce the amounts payable by Tenant for Tenant's Share of such other items. If Tenant has underpaid the Escalation Amounts owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Rent due under this Lease following written notice of said deficiency from Landlord to Tenant. Any Escalation Amounts attributable to the Term of this Lease which would not otherwise be due until after the date of the expiration or earlier termination of this Lease, shall, if the exact amount is uncertain at the time this Lease expires or terminates, be paid by Tenant to Landlord upon such expiration or termination in an amount to be reasonably determined by Landlord, with an adjustment to be made once the exact amount is known. Such obligation shall survive the expiration or earlier termination of this Lease. Tenant shall be provided, following the end of each calendar year during the Term of this Lease, with a statement showing in reasonable detail the separate charges for Real Property Taxes and Operating Expenses for the such calendar year for which such charges were due (15the "Operating Statement"). Tenant shall have the right, at its sole cost and expense, to audit Landlord's records upon which such Operating Statement is based, provided Tenant's first pays all sums due as shown on the Operating Statement. However, Tenant may only conduct an audit (i) upon reasonable notice to Landlord so as to allow Landlord sufficient time to compile its records and make them available to Tenant, (ii) not more than sixty (60) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is Tenant receives the Operating Statement for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullsubject year, and (Biii) documentation satisfactory not more than once during any Lease Year. Any audit and subsequent adjustment in payment shall be deemed to Lender be conclusive settlement of the dispute. If Tenant does not notify Landlord of a dispute within sixty (60) days of receipt of such Operating Statement, Tenant shall be deemed to have accepted Landlord's calculations as to the amount, necessity and purpose thereforconclusive.

Operating Expenses. From and after After the occurrence of a Sweep Event (taking into account Borrower’s Default, but for the lapse of any applicable grace period, and notwithstanding such Default shall be or have been cured or waived by Bondowner Representative, Bondowner Representative shall have the right to require Borrower to deposit with Bondowner Representative, in monthly installments in advance on the first day of Rents and Gross Revenues in accordance with Section 6.1)each month, an amount sufficient, as reasonably estimated by Bondowner Representative, to pay all Operating Expenses for the Property. In such event, Borrower shall deposit with further agrees, upon Bondowner Representative’s request, to cause all bills, statements or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant other documents relating to the Waste Management Lease (together operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of such bills, statements or other documents, and provided Borrower has deposited sufficient funds with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited Bondowner Representative pursuant to this Section 6.5 are referred to herein 11.46, Bondowner Representative shall pay such amounts as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower may be due thereunder out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of funds so deposited with Bondowner Representative. If at least $10,000, provided (i) such disbursement is any time and for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such any reason the funds deposited with Bondowner Representative are or will be used insufficient to pay such Approved Operating Expenses as may then or subsequently be due, Bondowner Representative may notify Borrower and a description thereof, (y) that all previous disbursements have been or will be used Borrower shall immediately deposit an amount equal to the deficiency with Bondowner Representative. If at any time the funds deposited with Bondowner Representative exceed the amount deemed necessary by Bondowner Representative to pay such operating expenses as may then or subsequently be due, such excess shall be credited to Borrower on the previously identified Approved Operating Expenses next monthly installment or installments of such funds. Upon payment and (z) that performance in full of the Loan and all outstanding trade payables (other than those indebtedness and obligations under the Loan Documents, Bondowner Representative shall promptly refund to Borrower any such funds held by Bondowner Representative. Nothing herein shall cause Bondowner Representative to be paid from deemed a trustee of such funds or to be obligated to pay any amounts in excess of the requested disbursement or those constituting Permitted Indebtedness) have been paid amount of funds deposited with Bondowner Representative pursuant to this Section 11.46. Bondowner Representative may commingle such deposits with its own funds and Borrower shall not be entitled to any interest thereon. Borrower shall execute whatever security agreements, financing statements and other documents and instruments as Bondowner Representative may require in fullorder to confirm Bondowner Representative’s security interest in and/or control over such accounts (including, without limitation, the Replacement Reserve and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforfunds deposited therein).

Operating Expenses. From and after (a) The amount of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount Annual Operating Expenses set forth in Section 1(n) above represents Landlord’s current good faith estimation of Tenant’s Share of the Approved Annual Budget estimated Operating Expenses for the following month as being necessary for payment calendar year in which the Term commences (excluding the cost of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant janitorial service to the Waste Management Lease (together with any additional fundsPremises, if any, for Extraordinary Expenses requested by Borrower unless Tenant requests that Landlord undertake such services and approved by Lender in accordance with the terms hereofparties agree upon the cost therefor to Tenant), which amounts amount will be confirmed or adjusted (based on reasonable supporting documentation demonstrating an increase in third party costs and expenses constituting Annual Operating Expenses) by Landlord as necessary prior to the Commencement Date. Furthermore, Landlord may proportionally adjust such amount from time to time after the Commencement Date if the estimated Annual Operating Expenses increase or decrease; provided, however, that Tenant’s monthly installment shall not be reset more than once during any calendar year; provided further, however, that Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses, and Tenant shall be transferred by have a period of not less than thirty (30) days within which to pay such expense. By April 30th of each year (and no later than ninety (90) days after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the direction Property), Landlord shall provide Tenant with an itemized statement of Lender into an Account established to hold such funds Operating Expenses for the preceding calendar year or part thereof substantially in the form set forth as Exhibit “I” attached hereto (the “Operating Expense AccountLandlord’s Statement”). Amounts deposited Within thirty (30) days after delivery of the Landlord’s Statement to Tenant, Landlord or Tenant shall pay to the other the amount of any overpayment or deficiency then due from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment against the next following installment of Operating Expenses and thereafter until fully exhausted. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section 6.5 are referred 6(a) shall survive the expiration or termination of this Lease. Notwithstanding any other provision of this Lease to herein the contrary, Landlord may, in its reasonable discretion, determine from time to time to alter the method of computing and allocating Operating Expenses, provided that such method is consistent with generally accepted accounting principles consistently applied (“GAAP”), and provided, further, that Tenant shall be able to reasonably and competently audit and analyze, on a line item basis, changes in Operating Expenses year over year notwithstanding such change in methodology. Annual Operating Expenses shall be net of all discounts and reduced by all rebates actually received by Landlord and shall in no event exceed 100% of the Annual Operating Expenses actually incurred in such year. There shall be no duplication of costs or reimbursements. (b) So long as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing continuing, , Tenant, or its representative, shall have the right, at Tenant’s sole cost and expense (it except as hereinafter provided), to inspect Landlord’s books and records relating to the then-current Landlord’s Statement for the purpose of verifying the information contained therein (the “Tenant Audit”); provided that (i) Tenant shall have sent notice to Landlord, in writing, no later than one hundred twenty (120) days after Tenant’s receipt of the Landlord’s Statement to be verified, of its desire to conduct the Tenant Audit (the “Audit Notice”), and (ii) Tenant has paid all amounts due under the Landlord’s Statement in full. The Tenant Audit shall be conducted by an independent firm of certified public accountants of national standing or professional lease auditor reasonably acceptable to Landlord, that is not being expressly understood compensated by Tenant on a contingency fee basis, during regular business hours at the office in the Philadelphia metropolitan area where Landlord maintains its books and records. Alternatively, Landlord may elect to deliver copies of the relevant books and records to Tenant by courier or overnight mail at Tenant’s notice address set forth in Section 25 of this Lease or such other address as Tenant may designate to Landlord in writing. The Tenant Audit shall commence, if at all, by no later than thirty (30) days after all such books and records reasonably required for such Tenant Audit are made available to Tenant or delivered to Tenant, as provided above, and shall be completed within sixty (60) days after such commencement. If Tenant fails to timely deliver its Audit Notice, or if the results of the Tenant Audit are not delivered to Landlord within forty-five (45) days after the completion of the audit or if Tenant fails to follow in all material respects the procedures set forth in this Section 6(b), such Landlord’s Statement shall be deemed to have been approved and accepted by Tenant as correct. The Tenant Audit shall be limited strictly to those items in the then-current Landlord’s Statement, and Tenant shall not be entitled to inspect any of Landlord’s books and records that apply to any prior Landlord’s Statement except as follows: If the Tenant Audit uncovers errors or misstatements in Landlord’s books and records resulting in an overstatement of Annual Operating Expenses, Tenant shall also have the right to perform a Sweep Event triggered under Section 6.8(cTenant Audit with respect to the Landlord’s Statements for the two (2) does calendar years immediately prior to the calendar year which was the subject of the Tenant Audit in question (and, in such event, Tenant shall be allotted such additional time as may be reasonably be required in order to complete such additional Tenant Audits) solely with respect to the particular items of Operating Expenses that the pending Tenant Audit determined were overpaid. No subtenant has any right to conduct a Tenant Audit and no assignee other than a Permitted Assignee shall conduct a Tenant Audit for any period during which such assignee was not constitute in possession of the Premises. Once having conducted a Tenant Audit with respect to a specific Landlord’s Statement, Tenant shall have no right to conduct another Tenant Audit of the same Landlord’s Statement. If an Event of Default for purposes by Tenant occurs at any time during the Tenant Audit, the Tenant Audit shall be immediately suspended until such time as the Event of Default shall have been cured by Tenant. Tenant acknowledges and agrees that any records reviewed under this Section provided such Sweep Event terminates as constitute confidential information of Landlord, which shall not be disclosed to anyone other than (A) the auditor, accountants, attorneys and when required under Section 6.8)other professionals engaged by Tenant and directly involved in the Tenant Audit, Lender shall disburse Operating Expense Funds to Borrower out or any litigation arising therefrom, (B) the principals of Tenant who receive the results of the Operating Expense Account Tenant Audit, and (C) as otherwise may be required by law. If, as a result of the Tenant Audit, it is ascertained that Tenant has overpaid its obligations and is due a credit for a preceding period, then Landlord shall either refund such amount to pay Approved Operating Expenses, Tenant within fifteen sixty (1560) days after delivery the receipt of the results of Tenant’s Audit or credit the amount due against Tenant’s next installment(s) of estimated Operating Expense and each installment thereafter until fully exhausted. Tenant will not have the right to terminate the Lease on account of an overpayment. If, as a result of the Tenant Audit, it is ascertained that Tenant has been underbilled for a preceding period, the amount of such underbilling shall be paid by Borrower Tenant to Lender Landlord with Tenant’s next installment of a request therefor estimated Operating Expenses. Tenant shall pay Landlord, within thirty (but not more often than once per month)30) days of written demand and as Additional Rent, in increments of at least $10,000, provided (i) such disbursement is Landlord’s invoice for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereofthe photocopying of documents, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses retrieval of documents from Landlord’s storage archives, and (z) any other reasonable and actual out-of-pocket costs incurred by Landlord with respect to the Tenant Audit. In the event that all outstanding trade payables the Tenant Audit shows that Tenant has overpaid Operating Expenses with respect to the Landlord’s Statement in question by five percent (other than those 5%) or more, Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant with respect to be paid the Tenant Audit, not to exceed $7,500 Constant Dollars. If Landlord disagrees with the result of any Tenant Audit, Landlord may submit such dispute for final resolution by a court of applicable jurisdiction, and the non-prevailing party in such litigation shall reimburse the prevailing party for it reasonable attorney fees and court costs associated with such proceeding. Neither the Tenant Audit nor any judicial proceeding in connection therewith shall relieve Tenant from the requested disbursement or those constituting Permitted Indebtednesspayment of all Rent (including Additional Rent) have been paid in full, and (B) documentation satisfactory to Lender as to payable under this Lease during the amount, necessity and purpose thereforpendency of such proceedings.

Operating Expenses. From and after Prior to the occurrence commencement of each Lease Year (in this paragraph called a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1"Fiscal Year"), Borrower or as soon thereafter as is reasonably possible, the Landlord shall deposit with or on behalf furnish to the Tenant an estimate of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Project Operating Expenses at and the Property Building Operating Expenses for such month Fiscal Year and which are not otherwise paid by WM Recycle America, LLC pursuant the Tenant shall pay to the Waste Management Lease Landlord on the first day of each month of such Fiscal Year during the Term and any renewal the amount, as calculated by the Landlord which is one-third (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c1/3) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Project Proportionate Share of such Project Operating Expense Account to pay Approved Expenses and one-third (1/3) of the Building Proportionate Share of such Building Operating Expenses, subject to making due adjustment where the Term did not subsist during the whole of such Fiscal Year. In the event that the actual Project Operating Expenses in any Fiscal Year exceed the estimate of the Project Operating Expenses made by the Landlord for such Fiscal Year, the Tenant agrees to pay within fifteen fourteen (1514) days after delivery of written demand the Project Proportionate Share of such excess. In the event that the actual Building Operating Expenses in any Fiscal Year exceed the estimate of the Building Operating Expenses made by Borrower the Landlord for such Fiscal Year, the Tenant also agrees to Lender pay within fourteen (14) days of a request therefor (but not more often written demand the Building Proportionate Share of such excess. The Landlord shall give credit to the Tenant for the amount of any overpayment made by the Tenant occasioned by the actual Project Operating Expenses for such Fiscal Year being less than once per month)the estimate of the Project Operating Expenses for such Fiscal Year or by the actual Building Operating Expenses for such Fiscal Year being less than the estimate of the Building Operating Expenses for such Fiscal Year. Upon the expiry of the Term and the fulfilment by the Tenant of all of its obligations under this Lease any excess shall be refunded to the Tenant. The certificate of an officer of the Landlord shall, in increments the event of at least $10,000dispute, provided (i) such disbursement is for an Approved Operating Expense; be conclusive and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses binding upon the Landlord and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender Tenant as to the amount, necessity and purpose thereforany amounts payable under this paragraph 5.

Operating Expenses. From Tenant shall pay to Landlord, at the times hereinafter set forth, ▇▇▇▇▇▇’s Share, as specified in Paragraph 2.e. above, of any increase in the Operating Expenses (as defined below) incurred by Landlord in each calendar year subsequent to the Base Year specified in Paragraph 2.f. above, over the Operating Expenses incurred by Landlord during the Base Year. The amounts payable under this Paragraph 7.a. and after Paragraph 7.b. below are termed “Additional Rent” herein. Monthly Rent and Additional Rent are sometimes herein collectively referred to as “Rent”. Operating Expenses shall be calculated using generally accepted property management practices, consistently applied. Operating Expenses shall be limited to Landlord’s substantiated costs for the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount items set forth in this Paragraph 7.a, except as expressly provided in Paragraph 7.c. below. Notwithstanding the Approved Annual Budget for foregoing, if Landlord does not carry any particular type of insurance during the following month as being necessary for payment of Approved Operating Expenses at calendar year attributable to the Property Base Year, but obtains any such insurance subsequent to the calendar year attributable to the Base Year, then the initial annual premium for such month and which are insurance shall not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender be included in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen and Operating Expenses in any given year subsequent to the first calendar year in which Landlord obtains such insurance shall include only the increases in the annual premium over the annual premium paid for such insurance for the first calendar year after the calendar year attributable to the Base Year in which Landlord carries the same. Similarly, if any insurance is included in the Base Year, but is subsequently removed from Operating Expenses due to a change in insurance requirements or in Landlord policy (15) days after delivery by Borrower for example, if Landlord maintains earthquake insurance coverage during the Base Year, but subsequently declines to Lender of a request therefor (but not more often than once per monthcarry such coverage), in increments of at least $10,000then the Base Year shall be retroactively adjusted to remove the amount which had been previously included for such insurance. Notwithstanding the foregoing, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying if: (x) that such funds will Landlord does not carry earthquake insurance during the calendar year attributable to the Base Year, but obtains earthquake insurance subsequent to the calendar year attributable to the Base Year, then the initial annual premium for the earthquake insurance shall not be used to pay such Approved included in Operating Expenses, and Operating Expenses and a description thereof, in any given year subsequent to the first calendar year in which Landlord obtains earthquake insurance shall include only the increases in the annual premium over the annual premium paid for the earthquake insurance for the first calendar year after the calendar year attributable to the Base Year in which Landlord carries the same; and/or (y) that all previous disbursements any Substantial Item (defined below) of Operating Expenses is not included in the Base Year, but is included in Operating Expenses for a subsequent comparison year, then the Base Year shall be adjusted to include 4885-9329-8068.6391320.00007/5-29-24/arb/bwt (5) the amount which would have been or will be used to pay paid for such Substantial Item had such item been in effect in the previously identified Approved Base Year. Similarly, if any Substantial Item of Operating Expenses and or earthquake insurance is included in the Base Year, but is subsequently removed from Operating Expenses due to a change in insurance requirements or in Landlord policy (z) that all outstanding trade payables for example, if Landlord maintains earthquake insurance coverage during the Base Year, but subsequently declines to carry such coverage), then the Base Year shall be retroactively adjusted to remove the amount which had been previously included for such Substantial Item or earthquake insurance. As used herein, any item of Operating Expenses (other than those earthquake insurance, which is addressed in clause (x) above) which, in the applicable year in which such item is either first included in Operating Expenses or first removed from Operating Expenses, is equal to or greater than One Hundred Thousand Dollars ($100,000.00), will be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefordeemed a "Substantial Item".

Operating Expenses. From The parties intend that, subject only to the specific exceptions set forth in this Lease, this Lease be absolutely net to Landlord. Accordingly, in addition to Base Rent, Tenant shall pay, as Additional Rent, Tenant's Share of Operating Expenses (as defined in Section 4.2(e)(iii) and 4.2(e)(i), respectively), for each calendar year of the Term, pursuant to the following terms and conditions: (a) As soon as reasonably practicable after the occurrence Commencement Date and the commencement of each subsequent calendar year during the Term, Landlord shall provide to Tenant a Sweep Event good faith estimate of Tenant's Share of Operating Expenses with respect to the calendar year in question (taking into account Borrower’s deposit the “Estimated Amount”). (b) Tenant shall pay the Estimated Amount to Landlord in equal monthly installments with each monthly payment of Rents Base Rent. If the Estimated Amount has not yet been determined for any calendar year, Tenant shall pay the monthly installment of the Estimated Amount for the preceding calendar year until the Estimated Amount for the current calendar year has been provided to Tenant, and Gross Revenues thereafter make each monthly installment payment in accordance with Section 6.1the current Estimated Amount. (c) Within sixty (60) days following the end of each calendar year of the Term (or within sixty (60) days following the Expiration Date, with respect to the year in which this Lease expires), Borrower Landlord shall deposit determine, and provide to Tenant a reasonably detailed statement (the “Statement”) setting forth, the actual amount of Operating Expenses for such calendar year (or portion thereof, with respect to the final calendar year, if the Expiration Date is other than December 31). If Tenant's Share of actual Operating Expenses exceeds the sum of Tenant’s monthly estimated payments for such calendar year, Tenant shall pay the difference to Landlord, within thirty (30) days following receipt of such Statement. If the sum of such monthly estimated payments paid by Tenant exceeds Tenant's Share of actual Operating Expenses, the difference shall be applied as a credit to future monthly estimated payments of Tenant's Share of Operating Expenses, except that any such credit due to Tenant after the Expiration Date shall be delivered to Tenant along with such Statement. The failure of Landlord to timely furnish the Statement or on behalf any statement required under Section 4.2(b) for any calendar year shall not prejudice Landlord from enforcing its rights under this Section 4.2., unless Landlord has not delivered the Statement within twelve (12) months after the expiration of Lender on any calendar year; provided, however, Landlord shall have the right to amend any Statement after Landlord’s delivery thereof, regardless of such twelve (12) month period, if Landlord receives additional tax bills relating to such calendar year after Landlord’s delivery of the Statement, provided Landlord amends the Statement within three (3) months of Landlord’s receipt of the additional tax bills. The provisions of this Section 4.2 shall survive the expiration or before earlier termination of this Lease. (d) Landlord shall keep at its home office in the County of San Diego, full, accurate and separate books of account with back up documentation of Operating Expenses for a period of three (3) years after the end of each Monthly Payment Date calendar year. Within ninety (90) days after Tenant’s receipt of a Statement (the monthly “Review Period”), if Tenant disputes the amount set forth in the Approved Annual Budget for the following month as being necessary for payment Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of Approved Operating Expenses at the Property for such month a nationally or regionally recognized accounting firm and which are is not otherwise paid compensated on a contingency fee basis) designated by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower Tenant and reasonably approved by Lender in accordance with the terms hereofLandlord (“Approved Auditor”), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8)may, Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within after fifteen (15) days after delivery written notice to Landlord and at reasonable times, inspect Landlord’s records pertaining to Landlord’s calculation of Tenant’s Share of Operating Expenses at Landlord’s offices in San Diego County, provided that Tenant is not then in Default (as defined in Section 15.1) and provided further that Tenant and such employees or accountant shall execute a commercially reasonable confidentiality agreement agreeing to keep all information contained in Landlord’s records, as well as the results of Tenant’s review and the certification described below, in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to audit Landlord’s records with respect to the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and waiver of the right or ability to dispute the amounts set forth in such Statement. If an Approved Auditor finds that the Operating Expenses for the calendar year are less than reported, Landlord shall reimburse Tenant the amount of the overpayment within thirty (30) days of such determination by Borrower to Lender of a request therefor the Approved Auditor. If Landlord has overbilled Tenant by more than five percent (but not more often than once per month5%), Landlord shall also reimburse Tenant for its reasonable, out-of-pocket audit expenses in increments of at least an amount not to exceed $10,0002,500.00. Likewise, provided (i) such disbursement is for an Approved Operating Expense; if Landlord and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) Tenant determine that such funds will be used to pay such Approved Operating Expenses and a description thereoffor the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (y30) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefordays following such determination.

Operating Expenses. From (i) Seller shall use reasonable efforts to obtain readings of the water and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or electric meters on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to a date no sooner than ten (10) days prior to the Waste Management Lease Closing Date. At or prior to Closing, Seller shall pay all charges based upon such meter readings and such charges accruing through the Closing Date. However, if after reasonable efforts Seller is unable to obtain readings of any meters prior to Closing, Closing shall be completed without such readings and upon the obtaining thereof after Closing, Seller shall pay the charges incurred prior to Closing as reasonably determined by Seller and Buyer based upon the post-Closing readings. The provisions of this subparagraph shall survive Closing and delivery of the Deed. All other utility and operating expenses (together other than with any additional fundsrespect to property management fees and Property Contracts to be terminated prior to Closing), if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be prorated between Seller and Buyer as of the Closing based on estimates of the amounts that will be due and payable on the next payment date, unless final readings or invoices are available as of Closing. Any and all deposits, if any, held by utility companies or with other providers of services to the Property shall remain the property of Seller and be transferred returned to Seller by or at such companies and providers except to the direction extent that Buyer elects to credit to Seller the amount of Lender into an Account established to hold any such funds deposits. (ii) In furtherance and not in limitation of the foregoing, during the Due Diligence Period Seller shall contact the City of ▇▇▇▇▇▇▇▇▇ Water Department (the “Operating Expense AccountCity”)) to request that they conduct an audit of metering and water usage at the Property. Amounts deposited pursuant It is Seller’s intent that prior to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out expiration of the Operating Expense Account Due Diligence Period, Seller can report to Buyer the findings of the City investigation. If the City finds that the in-place metering system is accurately measuring water usage, Seller will obtain written confirmation of such finding. If the City investigation determines the metering system is inaccurately measuring usage, Seller shall work diligently with the City to perform remedial efforts to correct deficiencies. If the City identifies unpaid balances as a result of the audit, Seller will work diligently with the City to pay Approved Operating Expensesall discrepancies such that there is no balance due to the City for the period prior to Closing. Delays in the City investigation will not impact the Closing Date set forth in this Agreement. In the event that Seller has not reached full and final resolution with the City prior to Closing, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying Seller shall (x) indemnify the Buyer and the Title Company against any liens in favor of the City with respect to the metering and water usage so that Buyer’s title insurance policy can be issued without exception for such funds will be used to pay such Approved Operating Expenses matters and a description thereof, (y) that all previous disbursements have been or will be used to pay escrow with the previously identified Approved Operating Expenses and Title Company at Closing the sum of Two Hundred Fifty Thousand Dollars (z$250,000) that all outstanding trade payables (other than those to be paid from held by the requested disbursement or those constituting Permitted IndebtednessTitle Company until the full and final resolution with the City, but in no event more than twelve (12) have been paid in full, months after the Closing Date. Seller’s liability for pre-Closing water usage at the Property shall survive Closing and (B) documentation satisfactory to Lender as delivery of the Deed and shall not be subject to the amount, necessity and purpose thereforCap on Seller’s liability under paragraph 4.4 above.

Operating Expenses. From This Lease is a triple net lease, and after Base Rent shall be paid to Landlord absolutely net of all costs and expenses relating to the occurrence Building and Tenant’s Proportionate Share (defined below) of a Sweep Event the Complex, except as specifically provided to the contrary in this Lease. As used in this Lease, Tenant’s “Proportionate Share” of Operating Expenses, Real Property Taxes and other Direct Expenses (taking into account Borrower’s deposit of Rents and Gross Revenues as defined below in accordance with Section 6.1this Paragraph 5(e)) or other amounts payable by Tenant shall be deemed to be thirty-six percent (36%), Borrower provided that with respect to any Operating Expenses that are allocable solely to the Building (and not to the Other Building) Tenant’s Proportionate Share shall deposit be one hundred percent (100%). Similarly, with respect to Operating Expenses that are allocable solely to the Other Building (or on behalf any collection of Lender on buildings now or before each Monthly Payment Date hereafter located at the monthly amount Complex but not the Building), Tenant’s Proportionate Share will be zero percent (0%). The parties hereby agree that the Premises contain 64,000 rentable square feet, there shall be no adjustment in the Base Rent or other amounts set forth in this Lease that are determined based upon rentable or usable square feet of the Approved Annual Budget for Premises, and Tenant shall have no right to terminate this Lease or receive any adjustment or rebate of any Base Rent or Additional Rent payable hereunder if the following month as being necessary for payment square footage of Approved Operating Expenses at the Property for such month and which are not otherwise paid Complex or the Premises is incorrect. However, if the rentable area of the Complex is changed by WM Recycle America, LLC pursuant the construction of new rentable area on the Land (other than with regard to increases to the Waste Management Lease (together with any additional fundsrentable area of the Building as the result of the Lobby Changes, if any, made by Tenant pursuant to Section 5.7 of the Tenant Work Letter), Tenant’s Proportionate Share shall be adjusted accordingly. Beginning on the first (1st) day immediately following the expiration of the Additional Rent Abatement Period, Tenant shall pay to Landlord or to Landlord’s designated agent, in addition to the Base Rent and as Additional Rent, the following (collectively, “Direct Expenses”): (i) Tenant’s Proportionate Share of all Real Property Taxes for Extraordinary the Complex as set forth in Paragraph 14, and (ii) Tenant’s Proportionate Share of insurance premiums and deductibles relating to the Complex and Premises, as set forth in Paragraph 18, and (iii) Tenant’s Proportionate Share of other Operating Expenses requested required to be paid under Paragraph 8, and (iv) All charges, costs and expenses that Tenant is required to pay hereunder other than Base Rent, together with all interest and penalties, costs and expenses (including reasonable attorneys’ fees and legal expenses), that may accrue thereto in the event of Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses that Landlord may incur by Borrower and approved by Lender in accordance reason of default of Tenant or failure on Tenant’s part to comply with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforLease.

Operating Expenses. From (a) Throughout the Term, Tenant shall pay on a monthly basis, without demand, as Additional Rent for the Premises, Tenant's Proportionate Share of the Operating Expenses (as defined in SECTION 4.01(b) hereof). Such payments shall be made as follows: (1) Prior to the Commencement Date and after on the occurrence first day of a Sweep Event January of each year during the Term, or as soon thereafter as is practicable, Landlord shall furnish Tenant with Landlord's estimate of the Operating Expenses for the forthcoming year. On the first day of each month during such year, Tenant shall pay one-twelfth (taking into account Borrower’s deposit 1/12th) of Rents and Gross Revenues in accordance Tenant's Proportionate Share of the estimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Section 6.1), Borrower shall deposit with or on behalf of Lender Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term, then, until the first day of the calendar month following the month in which Tenant is given Landlord's estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the first day of each Monthly Payment Date calendar month the monthly amount set forth in the Approved Annual Budget sum payable by Tenant under this SECTION 4.01 for the following month of December of the preceding year. (2) On the first day of April of each year during the Term, or as being necessary for payment soon thereafter as reasonably practical, Landlord shall furnish to Tenant a statement of Approved the actual Operating Expenses at for the Property for such month and which are not otherwise paid preceding year. Within thirty (30) days after the delivery of that statement, a lump sum payment will be made by WM Recycle America, LLC pursuant Tenant equal to the Waste Management Lease (together with any additional fundsamount, if any, for Extraordinary by which Tenant's Proportionate Share of the actual Operating Expenses requested by Borrower and approved by Lender in accordance with exceeds the terms hereof)amount, if any, which amounts shall be shall be transferred by or at Tenant has paid toward the direction of Lender into an Account established to hold such funds (the “estimated Operating Expense Account”). Amounts deposited Expenses pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”SECTION 4.01(a)(1) above. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out If Tenant's Proportionate Share of the actual Operating Expense Account Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to pay Approved SECTION 4.01(a)(1) above, Landlord shall apply such amount to the next accruing installments of Rent due hereunder. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of any change in Landlord's estimate of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. Landlord also shall have the right to ▇▇▇▇ Tenant for understatements in Operating Expenses charged to Tenant for only the immediately preceding two (2) calendar years and Tenant shall reimburse Landlord for such understated charges within fifteen thirty (1530) days after delivery receipt of an invoice from Landlord. The effect of this SECTION 4.01(a) is that Tenant will pay during each year during the Term Tenant's Proportionate Share of actual Operating Expenses. (3) If the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of December, the actual Operating C-3 Initials: _____ (Landlord) _____ (Tenant) Expenses for the year in which the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by Borrower to Lender a fraction, the numerator of which shall be the number of days during such fractional year falling within the Term, and the denominator of which is 365 (or 366, in the case of a request therefor leap year). The provisions of this SECTION 4.01 shall survive the Expiration Date or any sooner termination provided for in this Lease. (but not more often than once per month)b) As used in this Lease, in increments "OPERATING EXPENSES" means all expenses, costs, and disbursements of at least $10,000every kind which Landlord incurs, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used pays or becomes obligated to pay in connection with the operation, repair, and maintenance of the Building, which cost shall include all expenditures by Landlord to maintain all facilities in operation at the beginning of the term and such Approved additional facilities installed in subsequent years as Landlord may consider necessary or beneficial for the operation of the Building in a first class manner. All Operating Expenses shall be determined according to generally accepted accounting principles (which shall be consistently applied) and a description thereofshall include, (y) that all previous disbursements have been or will be used to pay but are not limited to, the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.following:

Operating Expenses. From 5.1. LESSEE shall pay to LESSOR, as Additional Rent, LESSEE'S Proportionate Share of all of LESSOR'S Operating Expenses for each calendar year during the Term. LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for less than a year shall be prorated and apportioned. 5.2. On or after the occurrence Commencement Date and thereafter within ninety (90) days following the first day of each succeeding calendar year within the Term, LESSOR shall determine or estimate LESSOR'S Operating Expenses for such calendar year ("LESSOR'S Estimated Operating Expenses") and shall submit such information to LESSEE in a Sweep Event written statement (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1"LESSOR'S Expense Statement"), Borrower shall deposit with or . 5.3. Commencing on behalf of Lender on or before each Monthly the first Basic Rent Payment Date following the monthly amount set forth in submission of any LESSOR'S Expense Statement and continuing thereafter until LESSOR renders the Approved Annual Budget next LESSOR'S Expense Statement, LESSEE shall pay to LESSOR on account of its obligation under Section 5.1 of this Lease, a sum (the "Monthly Expense Payment") equal to one-twelfth (1/12) of LESSEE'S Proportionate Share of LESSOR'S Estimated Operating Expenses for such calendar year. LESSEE'S first Monthly Expense Payment after receipt of LESSOR'S Expense Statement shall be accompanied by the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant an amount equal to the Waste Management Lease (together with any additional fundsproduct of the number of full months, if any, within the calendar year which shall have elapsed prior to such first Monthly Expense Payment, times the Monthly Expense Payment; minus any Additional Rent already paid by LESSEE on account of its obligation under Section 5.1 of this Lease for Extraordinary such calendar year. 5.4. Each LESSOR'S Expense Statement shall reconcile the payments made by LESSEE pursuant to the preceding LESSOR'S Expense Statement with LESSEE'S Proportionate Share of LESSOR'S Operating Expenses requested by Borrower and approved by Lender in accordance with for the terms hereof), which amounts period covered thereby. Any balance due to LESSOR shall be shall be transferred paid by or at the direction of Lender into an Account established to hold such funds LESSEE within thirty (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (1530) days after delivery LESSEE'S receipt of LESSOR'S Expense Statement; any surplus due to LESSEE shall be applied by Borrower to Lender of a request therefor (but not more often than once per monthLESSOR against the next accruing monthly installment(s), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.

Operating Expenses. From All utility service charges for electricity, water, heat, air conditioning service and other utilities, elevator maintenance, common area maintenance, taxes (other than real estate taxes and assessments) such as rental taxes, other expenses incurred in operating a Project that ▇▇▇▇▇▇ customarily pays, and any other costs incurred in the ordinary course of business and operation of a Project shall be prorated as of the Closing Date on an accrual basis and American Spectrum ▇▇▇▇▇▇ Properties shall receive a credit for any accrued and unpaid amounts, and ▇▇▇▇▇▇ shall be debited with such amounts. If any such amounts are paid in advance, ▇▇▇▇▇▇ shall receive a credit from American Spectrum ▇▇▇▇▇▇ Properties for the portion of such amounts allocable to any period from and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower Closing Date. ▇▇▇▇▇▇ shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for pay all such month and which are not otherwise paid by WM Recycle America, LLC pursuant expenses that accrue prior to the Waste Management Lease (together with any additional fundsClosing Date and American Spectrum ▇▇▇▇▇▇ Properties shall pay all such expenses accruing on the Closing Date and thereafter. To the extent possible, if any, for Extraordinary Expenses requested by Borrower ▇▇▇▇▇▇ and approved by Lender American Spectrum ▇▇▇▇▇▇ Properties shall obtain ▇▇▇▇▇▇▇▇ and meter readings as of the Closing Date to aid in accordance with the terms hereof), which amounts such prorations. No proration shall be made with respect to operating costs that are paid directly by Tenants under the Tenant Leases. Notwithstanding the foregoing, American Spectrum ▇▇▇▇▇▇ Properties shall be transferred by or at not receive any credit for operating expenses due after the direction of Lender into an Account established Closing to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood extent that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) Tenants are obligated under their Tenant Leases to pay such disbursement is for an Approved Operating Expense; amounts, and (ii) ▇▇▇▇▇▇ has not received any payments from such disbursement is accompanied Tenants on account of amounts due after the Closing. Further, if ▇▇▇▇▇▇ has paid any operating credits that are required to be reimbursed by (A) an OfficerTenants, American Spectrum ▇▇▇▇▇▇ Properties shall use commercially reasonable efforts to collect such amounts on Dunham’s Certificate certifying (x) that behalf and shall pay such funds amounts to ▇▇▇▇▇▇ promptly upon receipt. ▇▇▇▇▇▇ shall also have the right to collect, after Closing, such reimbursable amounts due to ▇▇▇▇▇▇ from Tenants, but shall not be entitled to commence any litigation or disposition or eviction proceeding against a Tenant. Utility Deposits, plus any interest on the Utility Deposits, to which ▇▇▇▇▇▇ will be used entitled that are held by the provider of the utilities and which are freely transferable to American Spectrum ▇▇▇▇▇▇ Properties, shall at the election of ▇▇▇▇▇▇ be assigned by ▇▇▇▇▇▇ to American Spectrum ▇▇▇▇▇▇ Properties and American Spectrum ▇▇▇▇▇▇ Properties shall pay such Approved Operating Expenses and to ▇▇▇▇▇▇ the full amount thereof at the Closing. ▇▇▇▇▇▇ shall retain the right to obtain a description thereof, (y) that all previous disbursements have been or will be used refund of any Utility Deposits which are not assigned to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullAmerican Spectrum ▇▇▇▇▇▇ Properties, and American Spectrum ▇▇▇▇▇▇ Properties will cooperate with ▇▇▇▇▇▇ as reasonably requested (Bat no out-of-pocket cost or expense to ▇▇▇▇▇▇) documentation satisfactory in obtaining any refund. Furthermore, ▇▇▇▇▇▇ shall retain all right, title and interest in and to Lender all performance bonds, DRE postings and other similar amounts and shall be authorized to seek a return of such amounts from and after the Closing Date and American Spectrum ▇▇▇▇▇▇ Properties will cooperate with ▇▇▇▇▇▇, as to the amountreasonably requested by ▇▇▇▇▇▇, necessity and purpose thereforin obtaining any refund.

Operating Expenses. From and Section 2.02 of the Lease, as previously amended, shall be further amended effective on the date of this Modification by adding to the first sentence thereof after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents phrase “Fourth Expansion Premises” the phrse “and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense FundsFifth Expansion Premises”. Provided no Event In addition, the schedule of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds base years to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to calculate excess expenses incorporated into the Sixth Modification and Ratification of Lease shall be amended by adding thereto the following: Landlord and Tenant acknowledge that all electricity service to the Fifth Expansion Premises shall be separately metered (with Tenant to install the meter as part of its tenant improvements), and Tenant shall pay Landlord separately for the cost of all electrical usage within the Fifth Expansion Premises. In addition, Tenant shall be solely responsible for any extraordinary costs incurred by Landlord for repair, maintenance or replacements in or around the Fifth Expansion Premises when such Approved extraordinary costs are a result of Tenant’s specific use of the Fifth Expansion Premises as a data/computing center, provided that Landlord shall provide Tenant with notice of any such extraordinary costs promptly upon its identification of such costs in order to provide Tenant with the opportunity to mitigate or address such costs, except in the event of an emergency, when no such notice shall be required. If during any calendar year of this Lease, the occupancy of the Building averages less than one hundred percent (100%), it is agreed that the Operating Expenses and a description thereof, (y) that all previous disbursements have vary depending upon occupancy shall be computed as though the Building had been or will be used to pay the previously identified Approved 95% occupied for such calendar year. If Landlord recovers in excess of 100% of its Operating Expenses and (z) that all outstanding trade payables (other than those vary depending upon occupancy during any calendar year of this Lease, Landlord shall credit against Tenant’s next ensuing monthly installment or installments of the rent an amount equal to be paid from Tenant’s Proportionate Share of such excess until the requested disbursement credit is exhausted, or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as if the term of the Lease has expired refund to the amount, necessity and purpose thereforTenant the Tenant’s Proportionate Share of such excess.

Operating Expenses. From In addition to the Base Rent to be paid pursuant to Section 3, Tenant shall pay all impositions, insurance premiums, operating charges, maintenance and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents repair expenses, capital replacement expenses, construction costs, other charges, and Gross Revenues all other expenses which are Tenant's responsibility to pay in accordance with Section 6.1)this Lease, Borrower shall deposit with or on behalf all of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month same collectively referred to as being necessary for payment "Operating Expenses". One-twelfth of Approved such Operating Expenses at the Property for such month and which are not otherwise shall be paid by WM Recycle America, LLC pursuant Tenant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender Landlord on a monthly basis in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out advance based on Landlord's estimates of the same. Annually, Landlord shall provide a statement of such actual Operating Expense Account to Expenses and Tenant shall pay Approved Operating Expenses, any shortfall within fifteen (15) days after delivery by Borrower of the receipt of notice of the same, or, receive a credit in the ensuing Base Rent for any overage, as the case may be. Such impositions, premiums, costs, charges, and expenses shall constitute additional rent, and upon the failure of Tenant to Lender pay any of a request therefor the same including, without limitation, maintenance and repair, capital replacement, and other expenses pursuant to Section 5 b, c, and e, utilities pursuant to Section 7, taxes and assessments pursuant to Section 8, insurance pursuant to Section 10, and tenant improvements pursuant to Section 50, Landlord shall have the same rights and remedies as otherwise provided in this Lease for the failure of Tenant to pay rent including but not limited to the remedies provided in Section 5 e hereof relating to Landlords right (but not more often than once per month), in increments obligation) to perform Tenant's obligations hereunder. It is the intention of at least $10,000, the parties except as expressly provided (i) such disbursement is herein that this Lease shall not be terminable for an Approved Operating Expense; and (ii) such disbursement is accompanied any reason by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullTenant, and (B) documentation satisfactory that Tenant shall in no event be entitled to Lender any abatement of, or reduction in, rent payable under this Lease, except as otherwise expressly provided herein. Any present or future law to the amount, necessity and purpose thereforcontrary shall not alter this agreement of the parties.

Operating Expenses. From (a) This Lease contemplates a transaction commonly described as a “triple-net lease” whereby the parties intend that Tenant shall bear all of the costs related to the operation, repair, maintenance, management, restoration and after replacement of the occurrence Building or any portion thereof, except as otherwise expressly set forth in this Lease (collectively, “Operating Expenses”). In addition to the Base Rent, Tenant shall pay to Landlord during the Term of this Lease one hundred percent (100%) of Operating Expenses as provided in this Section 3.3. Beginning on the Rent Commencement Date, (i) Tenant shall be responsible for one hundred percent (100%) of the Operating Expenses attributable to the Building and the land, landscaping, sidewalks and parking areas serving or more adjacent to the Building and other facilities shown on Exhibit “C” (such land, landscaping, sidewalks, parking and other facilities, the “5880 Facilities”, as distinguished from the land, landscaping, sidewalks and parking areas serving or more adjacent to the 5870 Building), including all of the costs related to the operation, repair, maintenance, management, restoration and replacement of common areas; (ii) Tenant shall pay Operating Expenses directly to the service providers, contractors or other appropriate third parties, except as provided below in this Section 3.3; (iii) Tenant shall maintain, repair and replace the Building Systems and shall make such structural or capital improvements to the Building as may be necessary to comply with Tenant’s obligations under this Lease, provided, that, Tenant shall not be obligated to make any structural or capital improvements to the foundation, roof, or structural or exterior walls of the Building; (iv) Landlord shall be responsible only for costs related to the foundation, roof, and structural and exterior walls of the Building; and (v) Tenant shall continue to pay Landlord directly for the Real Property Taxes. (b) Operating Expenses payable by Tenant shall include, without limitation: (i) costs and expenses incurred in the operation, repair, maintenance, management and replacement of (A) surfaces, coverings and parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, landscaped areas, striping, irrigation systems, lighting facilities, fences and gates, and all taxes and assessments, utilities, insurance premiums, administrative charges and other costs; and (B) all heating, air conditioning, plumbing, electrical systems, life safety equipment, telecommunications equipment, elevators and escalators, tenant directories, fire detection systems, sprinkler systems and other equipment servicing the Building (the items in (B), collectively, “Building Systems”); (ii) janitorial and trash disposal for the common areas; (iii) the cost incurred in connection with the implementation or operation of a Sweep Event transportation system management program or similar program, and the cost of any equipment rental agreements or personal property used in connection with the maintenance, operation or repair of the Building; (taking into account Borroweriv) the cost of the premiums for the liability and property insurance policies (including, but not limited to, boiler and machinery insurance), earthquake and flood insurance and other insurance policies maintained by Landlord, pursuant to Section 7 below; (v) the cost of water, sewer, gas, electricity, heating, ventilation, air-conditioning and other utilities or services provided to the Building; (vi) replacing and/or adding improvements mandated by any governmental agency and any repairs or removals necessitated thereby, except for any capital improvements, repairs and/or replacements made by Landlord to the foundation, roof (subject to clause (ix) below), and structural and exterior walls of the Building as these expenses shall be at Landlord’s deposit sole cost and expense; (vii) replacing equipment or improvements (other than the foundation and the structural and exterior walls of Rents the Building); (viii) association fees payable pursuant to the CC&Rs and Gross Revenues any other owners’ association dues or fees; and (ix) the “amortized” amount applicable to the respective Lease year of any reasonably incurred cost by Landlord of replacing the roof, which cost shall be amortized without interest over the reasonable life of the replaced roof, in accordance with Section 6.1generally accepted accounting principles consistently applied. The components of Operating Expenses listed as items (iv) and (viii) above (i.e., insurance costs and association fees), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional fundsReal Property Taxes, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be paid directly by Landlord. Tenant shall be transferred by or at the direction pay Landlord such costs, together with an administrative fee equal to two percent (2%) of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating ExpensesBase Rent, within fifteen (15) days after delivery of invoice therefor to Tenant from Landlord, which invoice shall include the itemized b▇▇▇ received by Borrower Landlord for such item. Tenant shall have no obligation to Lender of a request therefor reimburse Landlord for any Operating Expenses pursuant to this Section 3.3 other than for items (but not more often than once per month), in increments of at least $10,000, provided (iiv) such disbursement is for an Approved Operating Expense; and (iiviii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses above, the Real Property Taxes and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforadministrative fee.

Operating Expenses. From and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount Except as set forth in the Approved Annual Budget for following sentence, all expenses and other costs in respect of the following month ownership, operation and maintenance of the Excluded Casinos shall be paid, to the extent permitted by applicable law, by the Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as being necessary for payment of Approved Operating Expenses at the Property for such month case may be, that owns the associated Excluded Casino Hotel Resort or Additional Development (or another Person that is not a Loan Party on their behalf) and, if operating costs and which expenses are not otherwise required by applicable law to be paid by WM Recycle Americaa Loan Party, LLC shall be paid solely from the Excluded Bank Accounts. To the extent that the proceeds in the applicable Excluded Bank Accounts are insufficient to fund such operating costs and expenses then due and payable, the Loan Parties shall (a) cause the applicable Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be (or another Person that is not a Loan Party on their behalf) to promptly make deposits into the Excluded Bank Accounts sufficient to cover all such costs and expenses, and/or (b) be deemed to have utilized capacity to make Investments pursuant to an applicable clause of subsection 7.3 to the Waste Management Lease extent of such costs and expenses (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereofCompany shall be permitted to make such Investments), which amounts shall be shall be transferred by or and/or (c) apply funds up to an amount of no more than $5,000,000 at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8)any one time unreimbursed, Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used from other sources to pay such Approved Operating Expenses costs and expenses, and in the case of clause (c) promptly deliver a description thereofnotice of such payment to the applicable Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, (y) as the case may be, requesting immediate reimbursement to the Loan Parties in an amount equal to any such expenses and costs paid, no later than 10 days after the receipt of such notice by such Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be; provided that all previous disbursements have been or this reimbursement requirement will be used to pay deemed satisfied if an equal amount is deposited, within such 10 day period, into the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (applicable Excluded Bank Account by any other Excluded Subsidiary, the Parent, or any Affiliate of the Parent other than those to be paid from the requested disbursement a Loan Party or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforany other Person on an Excluded Subsidiary’s behalf.

Operating Expenses. From This Lease is intended by the parties hereto to be a so-called net lease throughout the Term and after the occurrence Fixed Rent and Supplemental Rent (if any) shall be received by Landlord net of a Sweep Event all costs and expenses for Real Estate Taxes, Operating Expenses and other Additional Rent, and free of cost, charge, offset, diminution or other deduction except as otherwise expressly provided herein. Tenant shall pay to Landlord, in addition to Tenant’s obligations with respect to the payment of Tenant’s Pro Rata Percentage of Real Estate Taxes (taking into account Borrower’s deposit of Rents as EAST\174041517.9 defined below) and Gross Revenues in accordance with Section 6.1Operating Expenses (as defined below), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount all other costs which are specifically set forth herein, in the Approved Annual Budget for same manner as Fixed Rent, upon demand (or as otherwise provided herein) as Additional Rent, together with reasonable attorney’s fees incurred by Landlord in connection with consents to subleases and assignments of this Lease requested by Tenant, where such consent is required. Tenant shall not raise any counterclaims (other than any compulsory counterclaims) in any action to recover Fixed Rent, Supplemental Rent (if any) or Additional Rent hereunder. As set forth above, commencing on the following month as being necessary for payment Delivery Date, Tenant shall pay to Landlord, its Tenant’s Pro Rata Percentage of Approved the aggregate of Operating Expenses at the Property for such month (as hereinafter defined) and which are not otherwise paid Real Estate Taxes (as hereinafter defined) incurred by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by Landlord during each year or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out portion thereof of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000Term. Tenant’s Pro Rata Percentage is set forth on Exhibit 4.1, provided that Tenant’s Pro Rata Percentage may not be adjusted unless (i) such disbursement is for Landlord or another tenant constructs an Approved Operating Expense; and addition to the Building, (ii) such disbursement the Premises is accompanied by expanded or there is a reduction in the Premises or Building on account of a casualty or condemnation, or (Aiii) Tenant consents in writing to an Officer’s Certificate certifying adjustment being made for any other reason (x) which consent will not be unreasonably delayed, conditioned or withheld). Landlord reserves the right, without regard for Pro Rata Percentage, to allocate Operating Expenses reasonably among less than all of the tenants in the Building to the extent that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that benefit less than all previous disbursements have been or will be used to pay of the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from tenants in the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforBuilding.

Operating Expenses. (a) From and after the occurrence Commencement Date, Tenant shall pay to Landlord, as additional rent, one hundred percent of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved all Operating Expenses, as defined in Section 4.2(f), attributable to the Buildings being leased hereunder by Tenant, which Operating Expenses will include a pro rata allocation of Common Area expenses incurred by Landlord in the operation of the Site ("TENANT'S SHARE"). During such time as Tenant leases all Buildings within fifteen (15) days after delivery the Site, Tenant shall pay all Operating Expenses incurred by Borrower Landlord in the operation of the Site. It is understood that the Operating Expenses attributable to Lender of a request therefor the Site shall include certain items that benefit the Site and other properties owned by Landlord (but not more often than once per monthexclusive of charges for Landlord's engineering personnel to the extent that Tenant is maintaining all Building Systems hereunder), provided that such items shall be equitably allocated among all affected properties based upon their comparative rentable areas. (b) Prior to the start of the first full or partial "Expense Recovery Period" (as defined in increments this Section 4.2), Landlord shall give Tenant a written estimate (with breakdown by major expense components, prepared on a consistent basis) of the amount of Tenant's Share of Operating Expenses for the applicable Expense Recovery Period,. Tenant shall pay the estimated amounts to Landlord in equal monthly installments, in advance concurrently with payments of Basic Rent. If Landlord has not furnished its written estimate for any Expense Recovery Period by the time set forth above, Tenant shall continue to pay monthly the estimated Tenant's Share of Operating Expenses in effect during the prior Expense Recovery Period; if any; provided that when the new estimate is delivered to Tenant, Tenant shall, at least $10,000the next monthly payment date, pay any accrued estimated Tenant's Share of Operating Expenses based upon the new estimate. For purposes hereof, "EXPENSE RECOVERY PERIOD" shall mean every twelve month period during the Term (or portion thereof for the first and last lease years) commencing July 1 and ending June 30, provided (i) such disbursement is for that Landlord shall have the right to change the date on which an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will Expense Recovery Period commences in which event appropriate reasonable adjustments shall be used made to pay such Approved Tenant's Share of Operating Expenses and so that the amount payable by Tenant shall not increase as a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforresult of such change.

Operating Expenses. From and after (a) The amount of the Annual Operating Expenses set forth in Section 1 above represents Tenant’s Share of the estimated Operating Expenses for the calendar year in which the Term commences. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease and/or upon the occurrence of a Sweep Management Takeover Event (taking into account Borrowerprovided, however, that Landlord shall not adjust such estimate more than once in any calendar year (excluding any adjustment that is necessary as a result of the occurrence of a Management Takeover Event)); Landlord may also invoice Tenant separately from time to time for Tenant’s deposit Share of Rents and Gross Revenues in accordance with Section 6.1)any extraordinary or unanticipated Operating Expenses (to the extent that Tenant would otherwise be obligated to pay such Operating Expenses pursuant to the terms of this Lease, Borrower shall deposit with or on behalf including the definition of Lender on or before each Monthly Payment Date the monthly amount Operating Expenses set forth in the Approved Annual Budget Rider attached hereto). Within one hundred fifty (150) days after (i) the end of the calendar year in which the Operating Expenses were incurred, (ii) the expiration or termination of this Lease or (iii) at Landlord’s option, a sale of the Building, Landlord shall provide Tenant with a statement of Operating Expenses (“Statement”) for the following month as being necessary for payment of Approved preceding calendar year or part thereof detailing the actual Operating Expenses at incurred by Landlord in such preceding calendar year or part thereof. Within thirty (30) days after delivery of the Property for such month and which are not otherwise paid by WM Recycle AmericaStatement to Tenant, LLC pursuant Landlord or Tenant shall pay to the Waste Management Lease (together with other the amount of any additional fundsoverpayment or deficiency then due from one to the other or, at Landlord’s option, if anyapplicable, Landlord may credit Tenant’s account for Extraordinary any overpayment. (b) If Tenant does not give Landlord notice within sixty (60) days after receiving the Statement that Tenant disagrees with such Statement, Tenant shall be deemed to have waived the right to contest such Statement. If Tenant disagrees with the Statement, Tenant shall, pending the resolution of such dispute, nonetheless pay all of Tenant’s Share of Operating Expenses requested by Borrower and approved by Lender in accordance with the terms hereofsuch Statement. Tenant, at Tenant’s expense (except as otherwise expressly set forth below), which amounts shall be shall be transferred may audit the Statement under the following conditions: (i) Tenant provides notice of its intent to audit setting forth with specificity the items in dispute within sixty (60) days after receiving the Statement; (ii) the audit is performed by Tenant or a certified public accountant that has not been retained on a contingency basis or other basis where its compensation relates to the cost savings of Tenant; (iii) the audit is completed no later than sixty (60) days after the date Landlord makes all of the necessary books and records available to Tenant or Tenant’s auditor; (iv) the audit is conducted during normal business hours, at the direction location where Landlord maintains its books and records, provided, that, Tenant or Tenant’s accountant shall have the right to make copies of Lender into an Account established to hold Landlord’s records during normal business hours and may then perform such funds audit at any time and in any location; (v) the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out contents of the Operating Expense Account books and records of Landlord are kept confidential by Tenant, its auditor and its other professional advisors, other than as required by Laws; and (vi) in the event that Tenant or its auditor determines that an overpayment is due Tenant, Tenant or Tenant’s auditor produces a detailed report addressed to pay Approved Operating Expenses, both Landlord and Tenant with its calculated conclusions within fifteen (15) days after delivery the completion of the audit. Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s audit. Upon the resolution of such dispute, the amount due Tenant (if any) shall be credited against future payments of Rent or, if no further Rent is due, paid to Tenant within thirty (30) days after the date of such resolution. Tenant shall be responsible for all costs, expenses and fees incurred in connection with its audit, provided, however, if the parties determine through Tenant’s audit that Tenant has overpaid its Annual Operating Expenses by Borrower more than five percent (5%), Landlord shall pay the reasonable third-party costs of such audit (not to Lender exceed $5,000.00) within thirty (30) days of Tenant’s demand therefor. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section and Tenant’s examination rights set forth in this subsection (b) shall survive the expiration or termination of this Lease. (c) Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing Operating Expenses. (d) Notwithstanding anything to the contrary set forth herein (but subject to the terms of Section 9 hereof), prior to a Management Takeover Event, Tenant shall be responsible for managing the Premises in a manner consistent with the management of a request therefor Class A research and development project and otherwise in accordance with the minimum maintenance specifications attached hereto as Exhibit “H”. Accordingly, prior to a Management Takeover Event, Tenant shall contract directly for, or otherwise perform, all property management services, including, without limitation, maintenance of the HVAC System, Tenant’s Specialized Equipment and Building roof (as further specified in Section 9(a)(ii)), trash collection, security services, snow removal (if applicable), grounds-keeping and landscaping of the Premises (but not more often than once per monthspecifically excluding maintenance of those certain items for which Landlord is responsible pursuant to Section 9(a)(i)), in increments of at least $10,000and Tenant shall pay directly all costs, provided (i) such disbursement is for an Approved Operating Expense; fees, charges and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used expenses therefor. Prior to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullManagement Takeover Event, and notwithstanding the definition of “Operating Expenses” set forth in the Rider attached to this Lease, any such services which are performed or contracted for and paid directly by Tenant shall be excluded from Operating Expenses. From and after a Management Takeover Event, such costs, fees, charges and expenses for property management services which Landlord performs (Bby itself or through an Affiliate or Agent) documentation satisfactory to Lender as to the amount, necessity and purpose thereforor for which Landlord contracts directly shall be included in Operating Expenses.

Operating Expenses. From and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(ca) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out Paragraph 16.3 of the Operating Expense Account Lease is hereby amended to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided provide that (i) such disbursement is for an Approved Operating Expensethe period from April 1, 2016 through March 31, 2022, Tenant shall not be required to pay more than Five Thousand Dollars ($5,000) per repair or replacement for any repairs or replacements made to the HVAC system serving the Premises, nor more than Twenty-three Thousand Dollars ($23,000) per year, in the aggregate, for any repairs or replacements to the HVAC system serving the Premises; and (ii) if the total aggregate amount paid by Tenant for repairs or replacements to the HVAC system serving the Premises for the period from April 1, 2016 through March 31, 2022 exceeds $60,000, then Landlord shall replace the two (2) existing 75-ton box car HVAC units on the roof of the Building with two (2) new 75-ton box car HVAC units. Landlord may, however, in Landlord’s sole discretion elect to replace either or both of such disbursement HVAC units sooner. The foregoing limitation shall apply only to the cost of any repair and replacements to the HVAC system and shall not apply to the routine maintenance and servicing of the HVAC system, which shall be included in Operating Expenses, nor shall such limitation apply to the cost of any repairs or replacements to the HVAC system that are required as a result of the gross negligence or willful misconduct of Tenant, its agents, employees or contractors, which shall be paid by Tenant upon receipt of an invoice from Landlord for such repairs and/or replacements. Upon replacement of such 75-ton box car HVAC units, the cost of replacing such HVAC units with new 75-ton box car HVAC units shall be fully amortized over the useful life of such HVAC units and the annual amortized cost thereof shall be included in Operating Expenses annually as permitted by Paragraph 16.3 of the Lease. Accordingly, following the replacement of the existing 75-ton box car HVAC units with new 75-ton box car HVAC units, Landlord shall have no further obligation to replace such HVAC units if the total aggregate amount paid by Tenant thereafter for repairs or replacements (which shall include the annual amortized cost of replacing such HVAC units) exceeds $60,000. (b) Paragraph 16.3 of the Lease is accompanied by hereby further amended to provide that (Ai) an Officer’s Certificate certifying (x) that such funds will the maintenance cost center for facilities maintenance shall be used to pay such Approved excluded from Operating Expenses and a description thereof, (y) that all previous disbursements have been or will Tenant shall not be used required to pay any costs which may incurred by Landlord in connection with such maintenance cost center; and (ii) the previously identified Approved management fee included in Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from shall not exceed 2.5% of the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to Rent throughout the amount, necessity and purpose thereforTerm of the Lease.

Operating Expenses. From (a) During the term of this Lease, Tenant shall pay as additional rent an amount (per each square foot within the Premises) equal to the excess ("Excess") from time to time by which the per square foot Basic Cost (which shall be calculated by dividing the Basic Cost by the total rentable square feet in the Building) exceeds the Base Year Stop. Landlord, at its option, may collect such additional rent for each calendar year in a lump sum, to be due and payable within thirty (30) days after Landlord furnishes to Tenant a statement of actual Basic Cost for the occurrence previous year, or, beginning with the first day of the thirteenth month following the Commencement Date, and on each January 1, thereafter, Landlord shall also have the option to make a Sweep Event good faith estimate of the Excess for each upcoming calendar year and may require the monthly payment of such additional rent equal to one-twelfth (taking into account Borrower’s deposit 1/12) of Rents such estimate. (b) By May 1 of each calendar year during Tenant's occupancy and Gross Revenues the calendar year following termination of this Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a statement of Landlord's actual Basic Cost for the previous year. If for any calendar year additional rent collected for the prior year as a result of Landlord's estimate of Basic Cost is (i) in excess of the additional rent actually due during such prior year, then Landlord shall either credit such overpayment towards Tenant's estimated share of operating expenses for the next year or refund to Tenant any overpayment, or (ii) less than the additional rent actually due during such prior year, then Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) Each statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within one hundred eighty (180) days after receipt of such statement (unless the same continues to be contested by Tenant), Tenant delivers to Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect Pending the determination of such dispute, Tenant shall pay without delay the full amount of the additional rent payable by Tenant in accordance with Section 6.1)each such statement that Tenant is disputing. Without limiting the preceding sentence, Borrower Tenant, or a certified public accountant acting as Tenant's agent, shall deposit with or on behalf have the right, during Landlord's normal business hours and after reasonable notice, to inspect the books and records of Lender on or before each Monthly Payment Date Landlord applicable to the monthly amount set forth in determination of the Approved Annual Budget statement of additional rent payable by Tenant for the following month as being necessary purpose of verifying in good faith the information contained in such statement for payment a period of Approved Operating Expenses up to one year after the receipt of such statement by Tenant. Landlord agrees to maintain such records at an office located within the Property for such month and which are not otherwise paid by WM Recycle AmericaWashington, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.D.

Operating Expenses. From (a) Throughout the Term, Tenant shall pay on a monthly basis, without demand, as Additional Rent for the Premises, Tenant's Proportionate Share of the Operating Expenses (as defined in Section 4.01 (b) hereof) of the Building. Such ---------------- payments shall be made as follows: (1) Prior to the Commencement Date and after on the occurrence first day of a Sweep Event January of each year during the Tenn. or as soon thereafter as is practicable, Landlord Shall furnish Tenant with Landlord's estimate of the Operating Expenses for the forthcoming year, On the first day of each month during such year, Tenant shall pay one-twelfth (taking into account Borrower’s deposit 1/12th) of Rents and Gross Revenues in accordance Tenants Proportionate Share of the estimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Section 6.1), Borrower shall deposit with or on behalf of Lender Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term (or by the Commencement Date, as the case may be), then., until the first day of the calendar month following the month in which Tenant is given Landlords estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the first day of each Monthly Payment Date calendar month the monthly amount set forth in the Approved Annual Budget sum payable by Tenant under this Section 4.01 for the following month of ------------ December of the preceding year. (2) On the first day of March of each year during the Term, or as being necessary for payment soon thereafter as reasonably practical but in no event later than the first day of Approved June of each year, Landlord shall furnish to Tenant a statement of the actual Operating Expenses for the preceding year (the "Operating Expense Statement") --------------------------- audited by Beers & ▇▇▇▇▇▇ or another reputable firm that has at the Property least 10 years experience with audits for office buildings and is reasonably approved by Tenant within ten (10) days after Landlord notifies Tenant which auditor Landlord intends to employ for such month and which are not otherwise paid audit ("Auditor"). Within thirty (30) days after the ------- delivery of the Operating Expense Statement, a lump sum payment will be made by WM Recycle America, LLC pursuant Tenant equal to the Waste Management Lease (together with any additional fundsamount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if arty, which Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above. If ------------------ Tenant's Proportionate Share of the actual Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above, Landlord shall apply such amount to the next accruing ------------------ installments of Rent due hereunder or, in the event that the Term has expired or been earlier terminated Landlord shall reimburse Tenant for Extraordinary the overpayment within 30 days after delivery of the statement. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of any change in Landlord's estimate. of Operating Expenses requested for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. The effect of this Section 4.01(a) --------------- is that Tenant will pay during each year during the Term Tenant's Proportionate Share of actual Operating Expenses. Tenant's and Landlord's obligations hereunder shall survive expiration or earlier termination of this Lease. (3) If the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of December, the actual Operating Expenses for the year in which the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by Borrower a fraction, the numerator of which shall be the number of days during such fractional year filling within the Term, and approved by Lender the denominator of which is 365 (or 366, in accordance the case of a leap year ). The provisions of this Section 4.01 shall survive the Expiration Date or any sooner ------------ termination provided for in this Lease. (b) As used in this Lease, "Operating Expenses" means all expenses, ------------------ costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the terms hereofoperation, repair, and maintenance of the Building and the Land (provided that Landlord shall allocate between the Building and Fair Lakes North expenses associated with the maintenance of the Land based on the square footage of each building), which amounts costs shall include all expenditures by Landlord to maintain all facilities in operation at the beginning of the Term and such additional facilities installed in subsequent years as Landlord reasonably may consider necessary or beneficial for the operation. of the Building. All Operating Expenses shall be determined according to generally accepted accounting principles (which shall be transferred by or at consistently applied) and shall include. but are not limited to, the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.following:

Operating Expenses. From This Lease is intended by the parties hereto to be a so-called net lease throughout the Term and after the occurrence Fixed Rent shall be received by Landlord net of a Sweep Event all costs and expenses for Real Estate Taxes, Operating Expenses and other Additional Rent, and free of cost, charge, offset, diminution or other deduction except as otherwise expressly provided herein. Tenant shall pay to Landlord, in addition to Tenant’s obligations with respect to the payment of Tenant’s Pro Rata Percentage of Real Estate Taxes (taking into account Borrower’s deposit of Rents as defined below) and Gross Revenues in accordance with Section 6.1Operating Expenses (as defined below), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount all other costs which are specifically set forth herein, in the Approved Annual Budget for the following month same manner as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not Fixed Rent, upon demand (or as otherwise paid by WM Recycle Americaprovided herein) as Additional Rent, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested reasonable attorney’s fees incurred by Borrower and approved by Lender the Landlord in accordance connection with consents to *Omitted information is the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender subject of a request therefor for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. subleases and assignments of this Lease requested by Tenant, where such consent is required. Tenant shall not raise any counterclaims (but not more often other than once per month)any compulsory counterclaims) in any action to recover Fixed Rent or Additional Rent hereunder. As set forth above, in increments commencing on the Delivery Date, Tenant shall pay to Landlord, its Tenant’s Pro Rata Percentage of at least $10,000the aggregate of Operating Expenses (as hereinafter defined) and Real Estate Taxes (as hereinafter defined) incurred by Landlord during each year or portion thereof of the Term. Tenant’s Pro Rata Percentage is set forth on Exhibit 4.1, provided that Tenant’s Pro Rata Percentage may not be adjusted unless (i) such disbursement is for Landlord or another tenant constructs an Approved Operating Expense; and addition to the Building or (ii) such disbursement is accompanied by Tenant consents in writing to an adjustment being made for any other reason (A) an Officer’s Certificate certifying (x) that such funds which consent will not be used to pay such Approved Operating Expenses and a description thereofunreasonably delayed, (y) that all previous disbursements have been conditioned or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforwithheld).

Operating Expenses. From and after After the occurrence of a Sweep Event (taking into account Borrower’s deposit Default, but for the lapse of Rents any applicable grace period, and Gross Revenues in accordance with Section 6.1)notwithstanding such Default shall be or have been cured or waived by Bondowner Representative, Bondowner Representative shall have the right to require Borrower shall to deposit with or Bondowner Representative, in monthly installments in advance on behalf the first day of Lender on or before each Monthly Payment Date the monthly month, an amount set forth in the Approved Annual Budget sufficient, as reasonably estimated by Bondowner Representative, to pay all Operating Expenses for the following month as being necessary for payment of Approved Operating Expenses at the Property for Property. In such month and which are not otherwise paid by WM Recycle Americaevent, LLC pursuant ▇▇▇▇▇▇▇▇ further agrees, upon Bondowner Representative’s request, to cause all bills, statements or other documents relating to the Waste Management Lease (together operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of such bills, statements or other documents, and provided ▇▇▇▇▇▇▇▇ has deposited sufficient funds with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited Bondowner Representative pursuant to this Section 6.5 are referred to herein 11.46, Bondowner Representative shall pay such amounts as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower may be due thereunder out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of funds so deposited with Bondowner Representative. If at least $10,000, provided (i) such disbursement is any time and for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such any reason the funds deposited with Bondowner Representative are or will be used insufficient to pay such Approved Operating Expenses as may then or subsequently be due, Bondowner Representative may notify Borrower and a description thereof, (y) that all previous disbursements have been or will be used Borrower shall immediately deposit an amount equal to the deficiency with Bondowner Representative. If at any time the funds deposited with Bondowner Representative exceed the amount deemed necessary by Bondowner Representative to pay such operating expenses as may then or subsequently be due, such excess shall be credited to Borrower on the previously identified Approved Operating Expenses next monthly installment or installments of such funds. Upon payment and (z) that performance in full of the Loan and all outstanding trade payables (other than those indebtedness and obligations under the Loan Documents, Bondowner Representative shall promptly refund to Borrower any such funds held by Bondowner Representative. Nothing herein shall cause Bondowner Representative to be paid from deemed a trustee of such funds or to be obligated to pay any amounts in excess of the requested disbursement or those constituting Permitted Indebtedness) have been paid amount of funds deposited with Bondowner Representative pursuant to this Section 11.46. Bondowner Representative may commingle such deposits with its own funds and Borrower shall not be entitled to any interest thereon. Borrower shall execute whatever security agreements, financing statements and other documents and instruments as Bondowner Representative may require in fullorder to confirm Bondowner Representative’s security interest in and/or control over such accounts (including, without limitation, the Replacement Reserve Account referred to in the Replacement Reserve Agreement, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforfunds deposited therein).

Operating Expenses. From and after (a) The Tenant shall pay to the occurrence Landlord by way of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1)additional rent hereunder, Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment manner specified In this clause, a proportionate share of Approved all Operating Expenses at paid or Incurred by the Property for Landlord during and In respect of the term of this Lease. The Tenant's proportionate share of Operating Expenses shall be an amount that bears to the said Operating Expenses the same proportion as the Floor Area of the Premises bears to the Gross Leasable Area of the Shopping Centre. (b) Prior to the commencement of each fiscal period adopted by the Landlord, or as soon thereafter as possible, the Landlord shall Inform the Tenant of the estimated amount of Operating Expenses to be paid or Incurred by the Landlord during and in respect of each such month fiscal period and which are not otherwise paid the amount thereof payable by WM Recycle America, LLC the Tenant pursuant to the Waste Management Lease provisions of this clause 21. The Tenant shall pay the amount so estimated In equal monthly instalments on the first day of each month throughout such fiscal period on account of Its obligations hereunder. Within one hundred and twenty (together with any additional funds120) days after the end of each such fiscal period, if any, for Extraordinary the Landlord shall Inform the Tenant of the actual Operating Expenses requested paid or Incurred by Borrower the Landlord during and approved in respect of such fiscal period and the amount thereof payable by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited Tenant pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes provisions of this Section provided clause 21. If such Sweep Event terminates amount Is greater or less than the payments made by the Tenant on account of the amount of Operating Expenses estimated by the Landlord, appropriate adjustments will be made between the Landlord and the Tenant as soon as possible after the delivery of such statement. (c) For any financial year of the Landlord or fraction thereof, the Landlord may allocate the Operating Expenses (or any of the individual Items making up the Operating Expenses) between the Office Level and when required under Section 6.8)the Retail Levels in such manner as In the opinion of the Landlord reflects the use by and benef'1t to tenants of premises respectively on the Office Level or the Retail Levels, Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account Expenses so allocated. (d) The Operating Expenses referred to in this Lease are, if the Premises is located on the Office Level, the portion of the Operating Expenses allocated by the Landlord to the Office Level pursuant to sub-clause 21 (c) above, or If the Premises Is located on either of the Retail Levels, that portion of the Operating Expenses allocated to the Retail Levels pursuant to sub-clause 21 (c) above. (e) If the Premises is located on the Office Level: (I) notwithstanding the definition In sub-clause 21 (a) above, if the Tenant Is located on the Office Level the Tenant shall also pay Approved Operating Expensesa proportionate share of Office Level expenses. * Proportionate share as herein defined means at any particular time the fraction, within fifteen (15) days after delivery the numerator of which is the Floor Area of the Premises and the denominator of which is the aggregate of the Floor Areas of all premises on the Office Level. Office Level expenses shall Include; * the cost of electric light and power supplied to the Premises monthly based on the electric light and power requirements of the Tenant on a pro rata or other basis as determined by Borrower the Landlord from time to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expensetime during the Lease term and billed by the Landlord to the Tenant; and (ii) * the cost of cleaning, maintaining and servicing In all respects all electric lighting fixtures In the Premises, Including the cost of periodic replacement of electric light bUlbs, tubes, starters and ballasts In the Premises. Only the Landlord may carry out such disbursement cleaning. maintaining, servicing and replacement. * the cost of cleaning the offices if said cleaning is accompanied carried out by (A) the Landlord. * an Officer’s Certificate certifying (x) that such funds will be used administration overhead charge equal to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay 15% of the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforabove costs.

Operating Expenses. From and after (a) The amount of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount Annual Operating Expenses set forth in Section l(g) above represents Tenant’s Share of the Approved Annual Budget estimated Operating Expenses for the following month as being necessary for payment of Approved calendar year in which the Term commences. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. By April 30th of each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property Property), Landlord shall provide Tenant with a statement of Operating Expenses for such month and which are not otherwise paid by WM Recycle Americathe preceding calendar year or part thereof. Within 30 days after delivery of the statement to Tenant, LLC pursuant Landlord or Tenant shall pay to the Waste Management Lease (together with other the amount of any additional fundsoverpayment or deficiency then due from one to the other or, if anyat Landlord’s option, Landlord may credit Tenant’s account for Extraordinary Expenses requested by Borrower and approved by Lender in accordance any overpayment. If Tenant does not give Landlord notice within 30 days after receiving Landlord’s statement that Tenant disagrees with the terms hereof)statement and specifying the items and amounts in dispute, which amounts Tenant shall be shall be transferred by deemed to have waived the right to contest the statement. Landlord’s and Tenant’s obligation to pay any overpayment or at deficiency due the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited other pursuant to this Section 6.5 are referred to herein as shall survive the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes expiration or termination of this Section provided such Sweep Event terminates as Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within fifteen the Building to reflect any disparate levels of services provided to different types of space. If the Building is not fully occupied during any period, Landlord may make a reasonable adjustment based on occupancy in computing the Operating Expenses for such period so that Operating Expenses are computed as though the Building had been fully occupied. (15b) days after delivery Notwithstanding any provision of this Lease to the contrary, Tenant’s Share of Controllable Annual Operating Expenses (defined below) may increase each year by Borrower an amount not to Lender exceed a commercially reasonable amount in the calendar year immediately following the calendar year that Tenant first takes possession of a request therefor (but not more often than once per month)the Premises under this Lease, and in increments of at least $10,000, provided each calendar year thereafter. The term “Controllable Annual Operating Expenses’’ shall mean any and all Annual Operating Expenses except for: (i) such disbursement is real estate taxes and other impositions for an Approved Operating Expense; and the Building, (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses any and a description thereofall utilities for the Building, (yiii) that any and all previous disbursements have been insurance maintained by Landlord for the Building (including blanket policies or will be used insurance costs from insurance pools in which Landlord may participate for the insurance applicable to pay the previously identified Approved Operating Expenses Building), (iv) elevator repair and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullmaintenance, and (Bv) documentation satisfactory to Lender as to any and all costs of debris removal and other clean up costs associated with any windstorm or other weather or casualty event affecting the amount, necessity and purpose thereforBuilding.

Operating Expenses. From and after the occurrence a) Tenant's Share. (a) Tenant's share of a Sweep Event Building Operating Expenses (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount "Tenant's Building Share") is hereby mutually agreed to be that percentage set forth in the Approved Annual Budget Basic Lease Information. Tenant shall pay as Additional Rent Tenant's Building Share of Building Operating Expenses for any calendar year after the Base Calendar Year to the extent that Building Operating Expenses for such calendar year exceed the Building Operating Expenses for the following month as being necessary for payment Base Calendar Year. (b) Tenant's share of Approved Project Operating Expenses at ("Tenant's Project Share") is hereby mutually agreed to be that percentage set forth in the Property Basic Lease Information. Tenant shall pay as Additional Rent Tenant's Project Share of Project Operating Expenses for any calendar year after the Base Calendar Year to the extent that Project Operating Expenses for such month calendar year exceed the Project Operating Expenses for the Base Calendar Year. (c) For the purposes of this Article 6 and which are not otherwise paid determining Tenant's Share of Building Operating Expenses and Tenant's Share of Project Operating Expenses, Landlord and Tenant hereby agree that the Operating Expenses for the Base Calendar Year shall be the greater of (A) the amount of Five Dollars and Sixty Five Cents ($5.65) per square feet of Rentable Area in the Premises, as increased by WM Recycle America, LLC pursuant to an amount determined by multiplying the Waste Management Lease amount of Five Dollars and Sixty Five Cents (together with any additional funds$5.65) per square feet of Rentable Area in the Premises by the increase, if any, in the Index (as hereinafter defined) from the date of this Lease through December 31, 2002, being the amount budgeted by Landlord for Extraordinary Operating Expenses requested during the Base Calendar Year (the "Budgeted Operating Expenses"); or (B) the sum of the actual Operating Expenses incurred by Borrower Landlord during the Base Calendar Year and approved by Lender an amount equal to Twenty-five Cents ($.25) per square foot of Rentable Area in the Premises (the "Operating Expense Buffer"). Within sixty (60) days after the date of this Lease, Landlord shall deliver to Tenant for Tenant's approval a revised budget for Operating Expenses for the Base Calendar Year, which shall allocate in a reasonable manner the foregoing expenses between Building Operating Expense and Project Operating Expenses. Tenant shall not unreasonably withhold or delay Tenant's approval of Landlord's budget. If Tenant disapproves Landlord's revised budget, then Tenant shall notify Landlord of the reasons therefor and Landlord and Tenant shall thereafter negotiate reasonably to agree upon a revised budget. If they are unable to so agree within sixty (60) days after Landlord delivers its proposed revised budget to Tenant, then the dispute shall be resolved in accordance with the terms hereof), which amounts Real Estate Industry Arbitration Rules of the American Arbitration Association. After Landlord and Tenant agree on (or arbitration establishes) a revised budget that allocates Budgeted Operating Expenses between Building Operating Expenses and Project Operating Expenses: (i) Building Operating Expenses for the Base Calendar Year shall be the greater of (x) the amount of the Budgeted Operating Expenses allocated to Building Operating Expenses, or (y) the sum of the actual Building Operating Expenses incurred by Landlord during the Base Calendar Year and an amount equal to the portion of the Operating Expense Buffer that is allocated to the Building Operating Expenses; and (ii) Project Operating Expenses for the Base Calendar Year shall be transferred the greater of (x) the amount of the Budgeted Operating Expenses allocated to Project Operating Expenses, or (y) the sum of the actual Project Operating Expenses incurred by or at Landlord during the direction base Calendar Year and an amount equal to the portion of Lender into an Account established to hold such funds (the “Operating Expense Account”)Buffer that is allocated to the Project Operating Expenses. Amounts deposited For purposes of the foregoing, the Operating Expense Buffer shall be allocated between Building Operating Expenses and Project Operating Expenses in the same proportion that actual Building Operating Expenses for the Base Calendar Year bears to actual Project Operating Expenses for the Base Calendar Year. Tenant’s Share of Building Operating Expenses and Tenant’s Share of Project Operating Expenses payable pursuant to this Section 6.5 are referred to herein as subsections (a) and (b) above shall thereafter be determined based on the “Operating Expense Funds”approved revised budget submitted by Landlord. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for For the purposes of this Section provided such Sweep Event terminates as 6.01, the term “Index” shall mean the Department of Labor, Bureau of Labor Statistics, Consumer Price Index, Subgroup “Urban Wage Earners and when required under Section 6.8Clerical Workers (Revised)", Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen Los Angeles - Long Beach -Anaheim - Riverside ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month▇▇▇▇-▇▇ = 100), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.

Operating Expenses. From (a) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Item 8 of the Basic Lease Provisions is deleted. (b) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Paragraph 3(a) of the Lease is deleted, and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month substituted therefor: “Tenant shall pay to Landlord as being necessary for additional rent (“Additional Rent”) an amount equal to Tenant’s Proportionate Share (defined below) of Operating Expenses. In addition to payment of Approved Tenant’s Proportionate Share of Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle AmericaExpenses, LLC pursuant Tenant shall also pay to Landlord as part of Additional Rent, Tenant's Proportionate Share of Electrical Costs (defined below).” (c) With regard to the Waste Management Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Paragraph 3(c) of the Lease is deleted. (together d) With regard to the Expansion Premises, on the Expansion Date, and, with any additional fundsregard to the 1100 Premises, on the Renewal Date, Paragraph 3(e) of the Lease is amended by deleting the clause “(including Tenant’s Base Year for Operating Expenses)”. (e) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, the first sentence of Paragraph 3(g) of the Lease is deleted and the following substituted therefor: “Prior to the commencement of each calendar year of the Lease Term, Landlord shall have the right to give to Tenant a written estimate of Tenant’s Proportionate Share of Operating Expenses, if any, for Extraordinary Expenses requested the Property for the ensuing year.” (f) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, the Lease is amended by Borrower and approved by Lender in accordance replacing all references to the phrase “excess Operating Expenses” with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense AccountExpenses”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.

Operating Expenses. From (1) The Additional Rent charges for the Operating Expenses for the Initial Space and, if applicable, for the Remaining Space shall be reasonably estimated on a monthly basis, and such monthly estimate shall be payable commencing on January 1, 2009 and thereafter with the monthly payment of Minimum Rent and other Additional Rent. An adjustment to the estimated payments shall be made by the Landlord each year after the occurrence actual cost and expense of the Operating Expenses of the prior year is known and any overpayments shall be credited against the next months’ Additional Rent payments due hereunder. Any underpayments shall be paid by the Tenant to the Landlord within the next month’s Additional Rent payment next due hereunder, subject to any grace period set forth hereunder. (2) Landlord shall give Tenant each calendar year during the Term of this Lease by April 1 of each year, a Sweep Event statement showing the amount of the Operating Expenses for the Initial Space and for the Remaining Space for the immediately preceding calendar year and an estimate of Tenant’s annual cost for the current year (taking into account Borrowerhereafter referred to as the “Statements”) for the Initial Space and for the Remaining Space. Failure by Landlord to give a Statement shall not constitute a waiver by Landlord of its right to require Tenant’s deposit payment of Rents the previous year’s Operating Expenses. Provided, however, if the Statement for the previous year is not given to Tenant by July 1 of each year during the Term, Tenant shall not be obligated to pay Operating Expenses until a Statement is given to Tenant. (3) If the Tenant shall dispute in writing any specific item or items or amounts included by the Landlord in any Statement furnished by the landlord to the Tenant and Gross Revenues such dispute is not amicably settled between the Landlord and the Tenant within one hundred eighty (180) days after the Statement therefor has been rendered, either party may, during the one hundred eighty (180) days next following the expiration of the first mentioned one hundred eighty (180) days (upon written notice to the other party accompanied by a copy of its letter of submission setting forth the items of dispute) refer such disputed item or items to arbitration in accordance with Section 6.1)Article 36 of this Lease and the decision rendered in such arbitration shall be conclusive and binding upon the Landlord and the Tenant. In no event, Borrower however, shall deposit with any dispute or on behalf the submission of Lender on same to arbitration be grounds for any delay or before each Monthly Payment Date reduction by the monthly amount Tenant in the payment of the monies due to the Landlord as reflected in the Statement in question, except as set forth hereinabove. The Landlord shall have the right, for a period of twelve (12) months after the rendering of any Statements (or for a longer period, if reasonably required in order to ascertain the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant facts) to send corrected Statements to the Waste Management Lease Tenant, and the Tenant shall pay any amount indicated therein to be due to the Landlord within one hundred twenty (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15120) days after delivery such corrected Statement has been rendered. If the Tenant shall not so dispute any item or items of any Statement or corrected Statement within sixty (60) days after such Statement or corrected Statement has been rendered, the Tenant shall be deemed to have approved such Statement or corrected Statement. (4) The Landlord shall keep, for a period of one (1) year after Statements are rendered as provided in this Article 5.G., records in reasonable detail of the items covered by Borrower such Statements and shall permit the Tenant, upon the giving of reasonable prior notice, to Lender of a request therefor (but not more often than once per month)examine and audit such records to verify such Statements, in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforreasonable times during business hours.

Operating Expenses. From and (a) Tenant shall pay to Landlord, at the times hereinafter set forth, an amount equal to Tenant's Share of any increase in Operating Expenses for the Complex (applicable to the term of this Lease occurring after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date Base Year) above the monthly amount set forth Operating Expenses for the Complex for the Base Year specified in the Approved Annual Budget Basic Lease Information. Statements of the amount of Operating Expenses for the following month as being necessary for payment preceding calendar year and the amount of Approved Operating Expenses at the Property for such month and which are not otherwise paid increase payable by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts Tenant shall be determined by Landlord and shall be transferred payable by or at the direction of Lender into an Account established to hold such funds Tenant fifteen (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that 15) days after demand by Landlord accompanied by a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out reasonably detailed listing of the Operating Expense Account Expenses by category for the Base Year, the preceding year to which such increase applies and the year which immediately preceded the year to which such increase applies (if other than the Base Year). (b) Notwithstanding the foregoing, at Landlord's sole election, at any time or times Landlord may in good faith estimate in advance Landlord's Operating Expenses for any next ensuing 12-month period and, upon ▇▇▇▇▇▇▇▇'s written notice, Tenant shall pay Approved to Landlord on the first day of each calendar month of such 12-month period, with Base Rent as provided for in sections hereof, one- twelfth (1/12th) of Tenant's Share of such estimated Operating Expenses. If during any such twelve (12)-month period Landlord shall in good faith revise its estimate of Tenant's Share of said expenses for such twelve (12)-month period, Landlord shall advise Tenant and commencing on the date the next Base Rent payment is due which date is more than ten (10) business days after ▇▇▇▇▇▇'s receipt of such revised estimate, Tenant shall pay all additional Operating Expenses on such revised estimate for the portion of the twelve (12)-month period already elapsed and shall commence paying the additional Operating Expenses based on such revised estimate for the remainder of such twelve (12)- month period. Within ninety (90) days following the conclusion of such twelve (12)-month period, Landlord shall deliver to Tenant an itemized statement in reasonable detail of ▇▇▇▇▇▇'s Share of Landlord's actual Operating Expenses for such period accompanied by a reasonably detailed statement of the Operating Expenses for the Base Year and the year which immediately preceded the year to which such increase applies (if other than the Base Year). If the amounts theretofore paid by ▇▇▇▇▇▇ on account of Landlord's estimate shall exceed the amount of Tenant's Share of such actual costs, Landlord shall pay to Tenant the amount of such excess within fifteen (15) days after date of delivery of such statement to Tenant. If the amounts theretofore paid by Borrower Tenant on account of Landlord's estimate shall be less than the amount of Tenant's Share of such actual costs, Tenant shall pay to Lender Landlord the amount of such deficiency within fifteen (15) days after date of delivery of such statement to Tenant. Landlord, at its election, may estimate Operating Expenses on a calendar year basis, in which event if this Lease shall commence on a day other than the first day of a request therefor calendar year and/or shall end on a day other than the last day of a calendar year, ▇▇▇▇▇▇'s Share of such estimated costs, as applicable to such first and last calendar years of the term hereof, shall be computed on a pro rata basis. (but not more often than once per month)c) For purposes of this Section 7, "Tenants Share" shall be in the same proportion that the rentable square footage of the Premises bears from time to time to the aggregate rentable square footage of all buildings then situated in the Complex. At the inception of this Lease Tenant's Share for purposes of this Section 7 shall be that percentage specified as Tenant's Share in the Basic Lease Information (which may be adjusted from time to time by Landlord, upon written notice to ▇▇▇▇▇▇ accompanied with appropriate documentation of the same, in increments event of changes in the aggregate rentable building square footage in the Complex). Tenant shall have the right from time to time, at least $10,000▇▇▇▇▇▇'s sole cost and expense, provided to recalculate Tenant's Share (iwhich shall be confirmed by Landlord) in view of any apparent changes in the aggregate rentable building square footage in the Complex, subject to Landlord's approval of such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforrecalculation of ▇▇▇▇▇▇'s Share.

Operating Expenses. From (a) Throughout the Term, Tenant shall pay on a monthly basis, without demand, as Additional Rent for the Premises, Tenant's Proportionate Share of the amount by which Operating Expenses (as defined in Section 4.01(b) hereof) exceed the Base Operating Expenses Amount. Such payments shall be made as follows: (1) Prior to the Commencement Date and after on the occurrence first day of a Sweep Event January of each year during the Term, or as soon thereafter as is reasonably practicable, Landlord shall furnish Tenant with Landlord's estimate of the Operating Expenses for the forthcoming year. On the first day of each month during such year, Tenant shall pay one-twelfth (taking into account Borrower’s deposit 1/12th) of Rents Tenant's Proportionate Share of the difference between the estimated Operating Expenses for such year and Gross Revenues in accordance the Base Operating Expenses Amount. If for any reason Landlord has not provided Tenant with Section 6.1), Borrower shall deposit with or on behalf of Lender Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term (or by the Commencement Date, as the case may be), then, until the first day of the calendar month following the month in which Tenant is given Landlord's estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the first day of each Monthly Payment Date calendar month the monthly amount set forth in the Approved Annual Budget sum payable by Tenant under this Section 4.01 for the following month of December of the preceding year. (2) On the first day of March of each year during the Term, or as being necessary for payment soon thereafter as reasonably practical, Landlord shall furnish to Tenant a reasonably detailed statement of Approved the actual Operating Expenses at for the Property for such month and which are not otherwise paid preceding year. Within thirty (30) days after the delivery of that statement, a lump sum payment will be made by WM Recycle America, LLC pursuant Tenant equal to the Waste Management Lease (together with any additional fundsamount, if any, for Extraordinary by which Tenant's Proportionate Share of the actual Operating Expenses requested by Borrower and approved by Lender in accordance with exceeds the terms hereof)amount, if any, which amounts Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above. If Tenant's Proportionate Share of the actual Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above, Landlord shall apply such amount to the next accruing installments of Rent due hereunder. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of any change in Landlord's estimate of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be transferred by or at effective, and due from Tenant, on the direction first day of Lender into an Account established to hold each month following Landlord's giving of such funds (the “Operating Expense Account”)notice. Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes The effect of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse 4.01(a) is that Tenant will pay during each year during the Term Tenant's Proportionate Share of actual Operating Expense Funds to Borrower out Expenses in excess of the Base Operating Expense Account Expenses Amount. (3) If the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of December, the actual Operating Expenses for the year in which the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by a fraction, the numerator of which shall be the number of days during such fractional year falling within the Term, and the denominator of which is 365 (or 366, in the case of a leap year). The provisions of this Section 4.01 shall survive the Expiration Date or any sooner termination provided for in this Lease. (b) As used in this Lease, "Operating Expenses" means all reasonable expenses, costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay Approved Operating Expensesin connection with the ownership, within fifteen (15) days after delivery operation, repair, and maintenance of the Building, which cost shall include all expenditures by Borrower Landlord to Lender maintain all facilities in operation at the beginning of a request therefor (but not more often than once per month), the Term and such additional facilities installed in increments subsequent years as Landlord may reasonably consider necessary or beneficial for the operation of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved the Building. All Operating Expenses shall be determined according to Generally Accepted Accounting Principles (GAAP) (which shall be consistently applied) and a description thereofshall include, (y) that all previous disbursements have been or will be used to pay but are not limited to, the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.following:

Operating Expenses. From Tenant shall pay to Landlord as additional rent forty-one and after 40/100 percent (41.40%) (being the occurrence stipulated proportion which the rentable area of the Premises bears to the total rentable area of the Project which, as of the date of this Lease, is 58,669 rentable square feet) of the increase in Operating Expenses during the Term over Initial Operating Expenses. In the event the gross rentable area of the Building is increased or decreased, including increases or decreases pursuant to any future changes in BOMA, then Tenant’s Operating Expenses percentage shall be recalculated and adjusted. Tenant’s proportionate share of Operating Expenses shall be the percentage set forth above, except as follows: If any space in the Building is leased to a tenant who is separately responsible for paying the cost of a Sweep Event (taking into account Borrowerservice that would otherwise be included in Operating Expenses, the rentable area of such tenant’s deposit space shall be excluded from the rentable area of Rents and Gross Revenues in accordance with Section 6.1)the Building for the purpose of determining Tenant’s percentage share of the balance of the cost of such services. Additionally, Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth if any space in the Approved Annual Budget Building is leased to a tenant who creates an exemption from any category of Operating Expenses so as to reduce the Building’s total cost of the same in proportion to that tenant’s rentable area, then the rentable area of such tenant’s space shall be excluded from the rentable area of the Building for the purpose of determining Tenant’s percentage share of such category of Operating Expenses. (a) “Operating Expenses,” as that term is used herein, shall mean all expenses, costs and disbursements (but not replacement of capital investment items or specific costs billed to and paid by specific tenants) of every kind and nature according to generally accepted accounting principles (“GAAP”) which Landlord shall pay or become obligated to pay because of or in connection with the ownership, management, maintenance, repair and operation of the Building (for purposes of this Article III, the Building shall include the Land) including, but not limited to, the following month as being necessary for payment (including appropriate reserves): (i) Cost of Approved wages and salaries of all employees at or below the level of property manager engaged in the operation and maintenance of the Building, including taxes, insurance and benefits, provided Operating Expenses at include only that portion of the Property for such month wages and which are not otherwise paid by WM Recycle America, LLC pursuant salaries of all employees related to the Waste Management Lease work performed with respect to the Building; (together with ii) All rental and/or purchase costs of materials, supplies, tools and equipment used in the operation, maintenance and repair of the Building; (iii) Cost of landscaping, gardening, paving, resurfacing, line painting, striping, lighting, snow removal, sanitary control; and maintaining, repairing, replacing any additional fundssite utilities; (iv) Cost of all maintenance and service agreements for the Building and the equipment used therein including, if anybut not limited to, HVAC, access control and energy management services, security, window cleaning, elevator, trash and rubbish removal, and janitorial and cleaning service (exclusive of those janitorial services which Tenant provides for Extraordinary Expenses requested by Borrower and approved by Lender itself, at its own cost, in accordance with the terms hereofof this Lease); (v) All premiums and deductibles paid by Landlord for fire and extended coverage insurance, earthquake and extended coverage insurance, liability and extended coverage insurance, rental loss insurance, elevator insurance, boiler insurance and other insurance customarily carried from time to time by landlords of comparable office buildings or required to be carried by Landlord’s mortgagee; (vi) Cost of repairs and general maintenance (excluding repairs and general maintenance directly paid for by the proceeds of insurance, or by Tenant or third parties); (vii) All management fees (but not to exceed five percent (5%) of gross rents), which amounts the cost of equipping and maintaining a management office at the Building, accounting services, legal fees not attributable to leasing and collection activity, and all other administrative costs relating to the Building and the Property. If management services are not provided by a third party, Landlord shall be shall be transferred entitled to a management fee of five percent (5%) of the gross rents (i.e., all payments of Base Rental and Additional Base Rental from the various tenants) receivable from the Property; (viii) Cost of any additional service provided by or Landlord in the prudent management of the Building including any service not provided at the direction Lease Commencement date but thereafter provided by Landlord; (ix) Cost of Lender into an Account established audit and accounting services; (x) Cost of any capital improvements made to hold such funds the Building after the Lease Commencement Date that, in Landlord’s judgment (A) are intended to increase the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out efficiency of the Operating Expense Account Building (i.e., are anticipated by Landlord to pay Approved reduce Operating Expenses, within fifteen or reduce the rate of increase in Operating Expenses from what it otherwise may have been reasonably anticipated to be in the absence of such capital expenditure), or (15B) days after delivery are required under any governmental law or regulation, in either case such cost thereof to be amortized over such reasonable period as Landlord shall determine; (xi) All labor costs for all persons performing services required or utilized in connection with the operation, repair, replacement and maintenance of and control of access to the Building and the Property, including but not limited to amounts incurred for wages, salaries and other compensation for services, payroll, social security, unemployment and other similar taxes, workers’ compensation insurance, uniforms, training, disability benefits, pensions, hospitalization, retirement plans, group insurance or any other similar or like expenses or benefits; (xii) Charges for all utilities, including but not limited to water, electricity, gas and sewer, but excluding those charges for which Landlord is otherwise reimbursed by Borrower tenants; (xiii) All landscape expenses and costs of maintaining, repairing, resurfacing and striping of the parking areas and garages of the Property, if any; (xiv) Cost of all other repairs, replacements (other than such replacements which are capital improvements under generally accepted accounting principles and not permitted under Section 3.5(a)(x) above) and general maintenance of the Property and Building neither specified above or directly billed to Lender tenants; and (xv) Any other expense or charge of any nature whatsoever which, in accordance with general industry practice with respect to the operation of a request therefor similar office building, would be construed as an operating expense. (but b) Operating Expenses shall not more often than once per month), in increments of at least $10,000, provided include the following: (i) such disbursement is for an Approved Operating Expense; and costs of capital improvements other than as set forth in clause 3.5(a)(x); (ii) such disbursement is accompanied by payment of principal or interest due under any mortgage or deed of trust; (Aiii) an Officer’s Certificate certifying (x) that such funds will depreciation or amortization of costs required to be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables capitalized in accordance with generally accepted accounting principles (other than those described above); (iv) the cost of roof replacement or capital improvements costs (other than those described above), whether principal or interest; (v) compensation paid to officers of Landlord or officers of the management agent or anyone else above the level of property manager; (vi) Costs associated with the initial construction of the Building and the Project; (vii) costs directly resulting from the gross negligence or willful misconduct of Landlord, its employees, agents, contractors or employees; (viii) costs for which Landlord maybe reimbursed by any insurance required to be carried hereunder or actually carried by ▇▇▇▇▇▇▇▇; (ix) costs for any structural maintenance, replacement or redesign (except for routine caulking or other routine maintenance type items); (x) leasing commissions, legal fees and other expenses incurred by Landlord or agents in connection with negotiations or disputes with tenants or prospective tenants (other than with ▇▇▇▇▇▇’s sublessees or assignees) for the Building or Project; (xi) costs or expenses associated with the enforcement of any leases (other than with Tenant’s sublessees or assignees) by Landlord; (xii) expenses, costs or fees relating to the defense of Landlord’s title or interest in the real estate containing the Building, or any part thereof; (xiii) costs incurred by Landlord in connection with the initial construction of the Building and related facilities; (xiv) expenses for the correction of defects in Landlord’s initial construction of the Building; (xv) any costs or expenses relating to Landlord’s obligations under any workletter to construct tenant improvements; (xvi) allowances, concessions, permits, licenses, inspections, and other costs and expenses incurred in completing, fixturing, renovating or otherwise improving, decorating or redecorating space for tenants, prospective tenants or other occupants or prospective occupants of the Building, or vacant leasable space in the Building, or constructing or finishing demising walls and public corridors with respect to any such space whether such work or alteration is performed for the initial occupancy by such tenant or occupant or thereafter; (xvii) any cash or other consideration paid by Landlord on account of, with respect to or in lieu of the tenant work or alterations; (xviii) Landlord’s costs of any services sold or provided to tenants for which Landlord is entitled to be reimbursed by such tenants under the lease with such tenants; (xix) expenses in connection with services or other benefits of a type which are not made available to Tenant but which are provided to another tenant or occupant; (xx) costs incurred due to violation by Landlord or any other tenant of the terms and conditions of any lease; (xxi) any expense for ▇▇▇▇▇▇▇▇’s advertising and promotional program for the Building; domain; (xxii) renovation of the Building made necessary by the exercise of eminent (xxiii) any cost incurred to Landlord or an affiliate of Landlord for the provision of any goods or services, to the extent such cost exceeds the cost then prevailing in transactions between unrelated parties; (xxiv) ground rent; (xxv) legal fees (except for contesting tax assessments and legal matters associated with governmental authorities relating directly to the real property after certificate of occupancy and/or for personnel matters relating to employees of the Building), or other professional or consulting fees (except such other professional or consulting fees that are directly related to the maintenance, operation or management of the Building); (xxvi) any compensation paid to clerks, attendants or other persons in commercial concessions operating for profit by Landlord or in the parking garage of the Building; (xxvii) increased insurance premiums caused by Landlord’s or any other tenant’s hazardous acts; (xxviii) moving expense costs of tenants of the Building; (xxix) costs incurred to remove or otherwise deal with any environmentally hazardous materials in, upon or under the Building that were caused by Landlord or another tenant in the Building; (xxx) costs incurred for any items to the extent of Landlord’s recovery under a manufacturer’s, materialmen’s, vendor’s or contractor’s warranty; (xxxi) wages, salaries or other compensation or benefits for off-site employees applicable to the time spent working at other buildings (based on an appropriate pro-ration), other than the property manager (provided that with respect to each employee that services the Building and other buildings, a prorated portion of such employee’s salary shall be included in the base cost, as applicable); (xxxii) costs of acquisition of sculpture, paintings, or other objects of art; (xxxiii) the rent or expenses in lieu of rent for any on-site leasing office of Landlord in the Building, or of any other space (except the management office, storage and shop serving the Building) in the Building set aside for storage or other facilities for the benefit of Landlord; (xxxiv) any other expenses for which ▇▇▇▇▇▇▇▇ actually received direct reimbursement from insurance, condemnation awards, warranties, other tenants or any other source; (xxxv) reserves for repairs, maintenance, and replacements; (xxxvi) Landlord’s general overhead expenses; except for the requested disbursement management fee for the Building stated in this Lease; (xxxvii) accounting fees other than those attributable to reviewing and preparing operating statements for the Building; and (xxxviii) costs incurred to achieve compliance with any governmental laws, ordinances, rules, regulations or orders except for those constituting Permitted Indebtednessenacted and enforceable after the Lease Commencement Date. (c) Operating Expenses for each calendar year shall be those actually incurred, provided however, that (i) if the Building is not at least one hundred percent (100%) occupied during any calendar year of the Term (including the Base Year) or if Landlord is not supplying services to at least one hundred percent (100%) of the total rentable area of the Building at any time during any calendar year of the Term, actual Operating Expenses for purposes hereof shall, at Landlord’s option, be determined as if the Building had been one hundred percent (100%) occupied and Landlord had been supplying services to one hundred percent (100%) of the rentable area of the Building during such year. Any necessary extrapolation of Operating Expenses under this paragraph shall be performed by adjusting the cost of those components of Operating Expenses that are impacted by changes in the occupancy of the Building to the cost that would have been paid incurred if the Building had been one hundred percent (100%) occupied and Landlord had been supplying services to one hundred percent (100%) of the rentable area of the Building. For example, if at any time during any calendar year, any part of the Building is leased to a tenant (hereinafter referred to as a "Special Tenant") who, in fullaccordance with the terms of its lease, provides its own utilities, cleaning and janitorial services or other services or is not otherwise required to pay a share of Operating Expenses in accordance with the methodology set forth in this paragraph, and therefore Landlord does not incur the cost of such services, Operating Expenses for such calendar year shall be increased by the additional costs for cleaning and janitorial services and such other applicable expenses as reasonably estimated by Landlord that would have been incurred by Landlord if Landlord had furnished and paid for cleaning and janitorial services and such other services for the space occupied by the Special Tenant, or if Landlord had included such costs in "Operating Expenses", as defined in the Special Tenant's lease. For purposes hereof, the Initial Operating Expenses are stipulated to be the amount of Operating Expenses actually incurred by Landlord during the Base Year. (Bd) documentation satisfactory to Lender as to In the amountevent that the actual Operating Expenses for any calendar year during the Term exceed the Initial Operating Expenses set out above, necessity commencing January 1, 2023 and purpose thereforthereafter, Tenant shall pay its proportionate share of the increase in Operating Expenses for such year over the Initial Operating Expenses. Any increase payable by Tenant under this provision shall be deemed additional rent.

Operating Expenses. From Commencing on the Expense Commencement Date and after continuing during the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1)Sublease Term, Borrower Sublessee shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth pay all Operating Expenses in the Approved Annual Budget for manner described in Section 4.1 of the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant Master Lease to the Waste Management Lease extent the same relate to the Premises (together with any additional fundsexcluding the Parking Deck, if any, for Extraordinary Expenses requested by Borrower and approved by Lender which shall be handled in accordance with the terms hereof)Parking Lease and Section 1.3 above) and to periods from and after the Expense Commencement Date. On or before the Expense Commencement Date, which amounts Sublessor shall be shall be transferred provide to Sublessee a summary of Operating Expenses incurred by or at Sublessor for the direction of Lender into an Account established to hold such funds twelve (12) months preceding the “Operating Expense Account”Commencement Date (in reasonable detail, including payee amounts, names and contact information). Amounts deposited pursuant Sublessee shall forward to this Section 6.5 are referred Sublessor all invoices received by Sublessee for Operating Expenses attributable to herein periods prior to the Expense Commencement Date promptly after receipt thereof, and Sublessor shall either pay all Operating Expenses attributable in whole or in part to periods prior to the Expense Commencement Date directly, or reimburse Sublessee for any such Operating Expenses paid by Sublessee within thirty (30) days of receipt of an invoice for same, and reasonable evidence as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000incurred, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses are reasonable and a description thereof, (y) customary for buildings similar to the Building and consistent with prior practices with respect to the Building. In the event that all previous disbursements have been or will be used to pay the previously identified Approved Sublessor receives any invoice for Operating Expenses and (z) that all outstanding trade payables (other than those attributable to be paid from periods on or after the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullExpense Commencement Date, and (B) documentation satisfactory Sublessor shall forward the same promptly to Lender as to the amount, necessity and purpose thereforSublessee.

Operating Expenses. From and after Beginning as of January 1, 2004, in addition to the occurrence Fixed Minimum Rent, Tenant shall pay to Landlord Tenant’s Percentage (as such term is hereinafter defined) of a Sweep Event the increase in Operating Expenses (taking into account Borrower’s deposit as such term is hereinafter defined) paid in any calendar year occurring during the term of Rents and Gross Revenues the Lease which is in accordance with Section 6.1), Borrower shall deposit with or on behalf excess of Lender on or before each Monthly Payment Date the monthly amount set forth greater of (i) $7.25 per rentable square foot contained in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds Premises (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Proforma Operating Expenses, within fifteen (15”) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement the actual Operating Expenses paid in Calendar Year 2003 (the “Base Year”). As used herein, “Tenant’s Percentage” shall mean the percentage of the net rentable area of the Building that the net rentable area of the Premises comprises, which percentage as of the Commencement Date is accompanied by fifty percent (A50%). The Operating Expenses for the Base Year and all subsequent years shall assume a ninety-five percent (95%) an Officer’s Certificate certifying (x) that such funds will be used occupancy for the Building. Tenant agrees to pay such Approved its share of the increase in Operating Expenses and a description thereofover the Base Year, as additional rent, in monthly payments in advance during the term of this Lease as may be reasonably estimated by Landlord. Within thirty (y30) that all previous disbursements days of the end of each calendar year, Landlord shall advise Tenant of Tenant’s share of the Operating Expenses payable for such year as computed in good faith, without duplication, by Landlord. If there shall have been or will be used to an underpayment by Tenant, Tenant shall forthwith pay the previously identified Approved difference, and if there shall be an overpayment by Tenant, Tenant shall be given a credit towards the next due payment(s) of its share of Operating Expenses. Operating Expenses and (z) that all outstanding trade payables (other than those payable by Tenant during the first Renewal Term shall continue to use the same Base Year. The Base Year for the second Renewal Term shall be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to first complete calendar year of the amount, necessity and purpose thereforsecond Renewal Term.

Operating Expenses. From (A) Tenant shall not be obligated to pay any amounts on account of Operating Expenses for the period commencing on the Extended Term Commencement Date and ending on the day immediately preceding the Extended Term Rent Commencement Date. For the period from and after the occurrence date hereof, Tenant shall be obligated to pay amounts on account of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms of the Existing Lease, except that, subject to the terms of Section 7(I) hereof, Landlord shall not have the right to include in Operating Expenses the cost of any capital improvement pursuant to Section 26.4(E)(1) of the Original Lease or Section 26.4(E)(3) of the Original Lease in excess of an amount equal to One Million Dollars ($1,000,000) with respect to each such capital improvement without first obtaining Tenant’s approval of the estimated cost thereof after giving to Tenant a reasonably detailed description of the scope of such capital improvement and an estimate of the cost thereof from a reputable third party contractor or vendor which description shall include documentation and information reasonably necessary to allow Tenant to properly evaluate such cost estimate) (each such request, a “Major Capital Cost Request”); provided, which amounts however, that if Landlord performs any such capital improvement to address an Emergency, then Landlord shall not be so obligated to obtain Tenant’s approval thereof. Tenant shall not unreasonably withhold, condition or delay its approval of any Major Capital Cost (as hereinafter defined) (it being understood that if (x) Landlord sends a Major Capital Cost Request to Tenant and (y) such Major Capital Cost Request is marked in bold with the following language: “TENANT’S RESPONSE IS REQUIRED WITHIN NINETY (90) DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LEASE AGREEMENT BETWEEN LANDLORD AND TENANT FOR THE PROPERTY LOCATED AT ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. TENANT’S FAILURE TO RESPOND TO THIS NOTICE WITHIN SUCH NINETY (90) DAY PERIOD SHALL RESULT IN TENANT’S APPROVAL OF THE MAJOR CAPITAL COST SET FORTH IN THIS NOTICE”, and Tenant does not respond thereto within ninety (90) days following such Major Capital Cost Request, then Tenant shall be shall be transferred by or at the direction deemed to have approved such cost (any such cost of Lender into an Account established a capital improvement in excess of One Million Dollars ($1,000,000) being referred to hold such funds (the herein as a “Operating Expense AccountMajor Capital Cost”)). Amounts deposited pursuant Tenant shall not have the right to this Section 6.5 are dispute the amount of any Major Capital Cost without including in any such notice so disputing such amount, reasonable supporting evidence that substantiates that the Major Capital Cost for which Landlord so requested approval is an amount that is greater than one hundred five percent (105%) of the cost that would otherwise be payable therefor to a reputable third party contractor or vendor (any such amount in excess of one hundred five percent (105%) of the cost that would otherwise be payable therefor being referred to herein as the “Major Capex Excess”). If Tenant disputes an amount that Landlord has the right to include in Operating Expense Funds”Expenses in accordance with the terms of this Section 4(A), and the parties do not reach agreement in respect thereof within thirty (30) days after ▇▇▇▇▇▇ gives Landlord the notice disputing such cost, then either party shall have the right to submit such dispute to an Expedited Arbitration Proceeding. Provided no Event Landlord shall not have the right to include in Operating Expenses any Major Capex Excess as determined in accordance with the terms of Default has occurred and is continuing this Section 4(A). (it being expressly understood that a Sweep Event triggered under Section 6.8(cB) does not constitute an Event of Default Solely for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out 26.4(E)(1) of the Operating Expense Account Original Lease, from and after the Extended Term Commencement Date, the reference to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), “Commencement Date” set forth therein shall be deleted in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; its entirety and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforreplaced with “Extended Term Commencement Date”.

Operating Expenses. From (a) This Lease contemplates a transaction commonly described as a “triple-net lease” whereby the parties intend that Tenant shall bear all of the costs related to the operation, repair, maintenance, management, restoration and after replacement of the occurrence Building or any portion thereof, except as otherwise expressly set forth in this Lease (collectively, “Operating Expenses”). Subject to the provisions of Section 1.7 above, in addition to the Base Rent, Tenant shall pay to Landlord during the Term of this Lease one hundred percent (100%) of Operating Expenses as provided in this Section 3.3. Tenant shall be responsible for one hundred percent (100%) of the Operating Expenses attributable to the Building and the land, landscaping, sidewalks and parking areas serving or more adjacent to the Building and other facilities shown on Exhibit “C” (such land, landscaping, sidewalks, parking and other facilities, the “5870 Facilities”, as distinguished from the land, landscaping, sidewalks and parking areas serving or more adjacent to the 5880 Building), including all of the costs related to the operation, repair, maintenance, management, restoration and replacement of common areas; (ii) Tenant shall pay Operating Expenses directly to the service providers, contractors or other appropriate third parties, except as provided below in this Section 3.3; (iii) Tenant shall maintain, repair and replace the Building Systems and shall make such structural or capital improvements to the Building as may be necessary to comply with Tenant’s obligations under this Lease, provided, that, Tenant shall not be obligated to make any structural or capital improvements to the foundation, roof, or structural or exterior walls of the Building; (iv) Landlord shall be responsible only for costs related to the foundation, roof, and structural and exterior walls of the Building; and (v) Tenant shall continue to pay Landlord directly for the Real Property Taxes. (b) Operating Expenses payable by Tenant shall include, without limitation: (i) costs and expenses incurred in the operation, repair, maintenance, management and replacement of (A) surfaces, coverings and parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, landscaped areas, striping, irrigation systems, lighting facilities, fences and gates, and all taxes and assessments, utilities, insurance premiums, administrative charges and other costs; and (B) all heating, air conditioning, plumbing, electrical systems, life safety equipment, telecommunications equipment, elevators and escalators, tenant directories, fire detection systems, sprinkler systems and other equipment servicing the Building (the items in (B), collectively, “Building Systems”); (ii) janitorial and trash disposal for the common areas; (iii) the cost incurred in connection with the implementation or operation of a Sweep Event transportation system management program or similar program, and the cost of any equipment rental agreements or personal property used in connection with the maintenance, operation or repair of the Building; (taking into account Borroweriv) the cost of the premiums for the liability and property insurance policies (including, but not limited to, boiler and machinery insurance), earthquake and flood insurance and other insurance policies maintained by Landlord, pursuant to Section 7 below; (v) the cost of water, sewer, gas, electricity, heating, ventilation, air-conditioning and other utilities or services provided to the Building; (vi) replacing and/or adding improvements mandated by any governmental agency and any repairs or removals necessitated thereby, except for any capital improvements, repairs and/or replacements made by Landlord to the foundation, roof (subject to clause (ix) below), and structural and exterior walls of the Building as these expenses shall be at Landlord’s deposit sole cost and expense; (vii) replacing equipment or improvements (other than the foundation and the structural and exterior walls of Rents the Building); (viii) association fees payable pursuant to the CC&Rs and Gross Revenues any other owners’ association dues or fees; and (ix) the “amortized” amount applicable to the respective Lease year of any reasonably incurred cost by Landlord of replacing the roof, which cost shall be amortized without interest over the reasonable life of the replaced roof, in accordance with Section 6.1generally accepted accounting principles consistently applied. The components of Operating Expenses listed as items (iv) and (viii) above (i.e., insurance costs and association fees), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional fundsReal Property Taxes, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be paid directly by Landlord. Tenant shall be transferred by or at the direction of Lender into pay Landlord such costs, together with an Account established administrative fee equal to hold such funds two percent (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c2%) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expensesaggregate amount of items (iv) and (viii) above and Real Property Taxes, within fifteen (15) days after delivery of invoice therefor to Tenant from Landlord, which invoice shall include the itemized b▇▇▇ received by Borrower Landlord for such item. Tenant shall have no obligation to Lender of a request therefor reimburse Landlord for any Operating Expenses pursuant to this Section 3.3 other than for items (but not more often than once per month), in increments of at least $10,000, provided (iiv) such disbursement is for an Approved Operating Expense; and (iiviii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses above, the Real Property Taxes and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforadministrative fee.

Operating Expenses. From If the Operating Expenses for the Property, in any calendar year during the Term, exceed the Operating Expenses for the Base Year, Tenant agrees to pay as additional monthly rent the Proportionate Share of such excess Operating Expenses, as estimated by Landlord from time to time. During any partial calendar year of the Term (such as the year in which the Commencement Date occurs and the year in which the Terminates), Tenant’s Proportionate Share of Operating Expenses shall be adjusted based upon the actual number of days contained within the Term during such partial calendar year. By April 30th of each calendar year, Landlord will provide Tenant an itemized statement (“Additional Rent Statement”) showing in reasonable detail all additional rent due (or any overpayments made) under this Section and Tenant (or Landlord, as the case may be) shall pay such amount within thirty (30) days after receipt of such statement; provided, however, in no event shall Tenant be released of its obligation for such additional rent if Landlord fails to send Tenant a statement within the occurrence time specified above. In no event shall the Base Rent or other sums due under this Lease ever be reduced due to the operation of a Sweep Event this Section 2.3 or to Operating Expenses being less for the Property than the Operating Expenses for the Base Year. Each Additional Rent Statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within sixty (taking into account Borrower’s deposit 60) days after receipt of Rents and Gross Revenues such Additional Rent Statement (“Dispute Period”), Tenant shall notify Landlord in writing that it disputes the correctness of such statement, stating the reason for such dispute. Pending the determination of such dispute, Tenant shall timely pay the full amount of the Additional Rent payable by Tenant in accordance with Section 6.1)each such statement that Tenant is disputing. In the event Tenant gives timely notice of a dispute within the Dispute Period, Borrower Tenant, or its authorized agent, at Tenant’s expense, shall deposit with or on behalf have the right, upon reasonable advance notice and during normal business hours, to inspect the books and records of Lender on or before each Monthly Payment Date Landlord applicable to the monthly amount set forth in the Approved Annual Budget determination of an statement of any additional rent payable by Tenant for the following month as being necessary purpose of verifying in good faith the information contained in such Additional Rent Statement for payment a period of Approved Operating Expenses up to one year after the receipt of such statement by Tenant. Landlord shall maintain at its office or the Property for such month office of its managing agent full, complete and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower accurate books and approved by Lender records prepared in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established prudent building management practices with respect to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen and shall retain such records with respect to each calendar year for a period not less than two (152) years following delivery of the annual statement for such year. Upon completion of the audit and/or inspection, if the calculation of Tenant’s Proportionate Share of Operating Expenses, indicates that Tenant overpaid, or underpaid, rent for any audited calendar year, Landlord shall pay Tenant, or Tenant shall pay Landlord, as applicable, upon thirty (30) days after delivery by Borrower prior written notice, an amount equal to Lender such overpayment or underpayment. In no event shall the form of such payment be as a request therefor (but not more often than once per month)credit against rent next due or, in increments upon expiration of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforthis Lease.

Operating Expenses. From For the period commencing on January 1, 2011 and after ending on the occurrence Extended Termination Date, Lessee shall pay for Lessee's Proportionate Share of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues the increase in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at over the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender Base Year in accordance with the terms hereofof the Lease, as amended hereby, provided, however, during such period, the Base Year for the computation of Lessee's Proportionate Share of Operating Expenses is amended from 2005 to 2011. Notwithstanding the foregoing or anything to the contrary set forth in Article 4 of the Lease, effective January 1, 2011, electricity for the Premises and the Building (to the extent that the Premises constitutes 100% of the Building and except to the extent attributable to the common areas of the Project and/or Property) shall no longer be a part of the definition of Utility and Service Costs (as defined in Section 4.03B of the Lease) and shall no longer be included as a part of Operating Expenses. Instead, electricity costs for the Premises and the Building (to the extent that the Premises constitutes 100% of the Building and except to the extent attributable to the common areas of the Project and/or Property) shall be treated as a separate and distinct category which shall no longer be subject to the Base Year and instead shall be subject to a Premises Electricity Cost Expense Stop as more fully described in Section V below. Lessor and Lessee acknowledge and agree that, pursuant to Section 4.05B of the Lease, Lessee owes Lessor approximately $33,000.00 in connection with Lessee's underpayment of actual Operating Expenses for calendar year 2009 (the "2009 Operating Expense Underpayment"). Lessor hereby (i) waives any claim to the 2009 Operating Expense Underpayment, (ii) agrees that the existence of the 2009 Operating Expense Underpayment is not, and was not, a Default, event of default, or other similar occurrence under the Lease, and (iii) agrees that Tenant has fully paid all of its obligations on account of Operating Expenses attributable to calendar year 2009. In addition, notwithstanding anything herein or in the Lease to the contrary, Lessee's Proportionate Share of Operating Expenses for calendar year 2010 shall not exceed the sum of $54,420.00 (the "Cap"); provided, however, that the Cap set forth herein shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, unless expressly so provided in any amendment to the Lease. In consideration of the foregoing, Lessee hereby waives any interest in any overpayment of actual Operating Expenses for calendar year 2010, which amounts amounts, if any, shall be shall be transferred by or at for the direction sole benefit of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (Lessor, it being expressly understood that Lessee shall not be entitled to any credit, abatement or other concession in connection therewith. Lessor agrees to act in a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved commercially reasonable manner in incurring Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender taking into consideration the class and the quality of a request therefor (but not more often than once per month), the Building and Project and shall extrapolate Operating Expenses in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be accordance with the methodology used to pay such Approved extrapolate Operating Expenses in comparable buildings owned by Lessor and its affiliates in the geographic area in which the Building and Project is located. Lessee agrees to act in a description thereof, (y) that all previous disbursements have been or will be used commercially reasonable manner to pay the previously identified Approved control those items of Operating Expenses within Lessee's reasonable control to avoid an unreasonable increase in Operating Expenses incurred during the 2010 and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor2011 calendar years.

Operating Expenses. From Operating expense payments collected from tenants applicable to dates from and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents Closing Date shall be paid to Buyer at Closing. Buyer shall not be responsible for billing and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget collecting from tenants any expense pass throughs for the following month as being necessary period of Seller’s ownership. Seller, however, agrees to promptly calculate amounts due from Tenants for payment of Approved Operating Expenses at the Property for such month operating expenses incurred prior to Closing and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease extent funds are owed from Seller to any tenant, Seller shall promptly reimburse tenant for the same. Within ninety (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with 90) days after the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds Closing Date (the “Operating Expense AccountProration Date”), Seller shall calculate amounts due from Tenants for operating expenses incurred for Seller’s period of ownership in 2018 up to the Closing Date (the “Prorations”). Amounts deposited pursuant If the LEGAL02/38577646v9 Prorations show Seller has overcollected amounts due from the Tenants for 2018, then Seller shall pay such overcollected amount to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, Buyer within fifteen (15) days after delivery of the date which such overcollected amount is agreed upon between Seller and Buyer. If the Prorations show Seller has undercollected amounts due from the Tenants for 2018, then Buyer shall use commercially reasonable efforts to collect such amounts from the Tenants and to the extent received by Borrower Buyer to Lender pay such undercollected amount to Seller within fifteen (15) days of the date which such undercollected amount is actually received by Buyer. Seller shall provide Buyer with all reasonable documentation to verify the Prorations, and, upon request, Buyer shall provide Seller with all reasonable documentation of Buyer’s collection efforts and amounts received from Tenants. Seller will be responsible for reconciling 2017 operating expenses with the Tenants and in the event any Tenant disputes the 2017 operating expenses, Seller shall comply with the terms of the applicable lease with regard to such dispute and Seller shall reimburse such Tenant for any valid disputed 2017 operating expenses. This provision shall expressly survive Closing for a request therefor period of twelve (but not more often than once per month)12) months, in increments and if any disputes are raised with respect to the 2017 operating expenses prior to the expiration of at least $10,000such twelve (12) month period, provided this provision shall survive until such time as all such disputes are fully resolved and paid. To the extent any tenant is entitled to an audit relative to any pass-throughs for the applicable year, as between Seller and Buyer, (i) Buyer shall, unless otherwise agreed in writing, be responsible for coordinating such disbursement is for an Approved Operating Expense; audit, and (ii) Seller shall provide the auditor selected by Buyer with all requested and available information relative to Seller’s period of ownership and provide such disbursement is accompanied auditor with the standard representation letter required by (A) an Officer’s Certificate certifying (x) that such funds will be used auditor in order for such auditor to pay issue its audit report. The cost of such Approved Operating Expenses and a description thereofaudit, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to extent not borne by the tenants, shall be paid from by Seller and Buyer in proportion to their respective periods of ownership of the requested disbursement or those constituting Permitted IndebtednessProperty for the applicable year. This provision shall expressly survive Closing for a period of twelve (12) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereformonths.

Operating Expenses. From In the event Landlord's operating expenses for the Building shall, in any calendar year during the Term, exceed the sum of those expenses accrued during the 1997 base year ("Excess Expenses") Tenant shall pay as additional rent Tenant's Proportionate Share of Excess Expenses. In order to provide current payments on account of Excess Expenses Tenant shall, at Landlord's request, pay as additional rent, an amount equal to Tenant's Proportionate Share of the Excess Expenses due for the ensuing twelve (12) months, as estimated by Landlord from time to time, in twelve (12) equal monthly installments, commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount. Following the close of each calendar year, Landlord shall provide Tenant with a statement showing in reasonable detail all computations of additional rent under this section. If Tenant's Proportionate Share of the actual Excess Expenses for the preceding calendar year exceeds the aggregate of the estimated monthly payments made by Tenant for such year, Tenant shall within thirty (30) days of the receipt of the statement, pay to Landlord as additional rent an amount equal to such excess. If such aggregate of the estimated monthly payments exceeds Tenant's Proportionate Share of the actual Excess Expenses for such calendar year, Landlord shall credit against Tenant's next ensuing monthly installment or installments of the rent an amount equal to such difference until the credit is exhausted. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit to Tenant by reason of this provision. The obligations of Tenant and Landlord to make payments or credits required by this provision shall survive the Termination Date. Notwithstanding any other provisions in this Lease, during the year in which the Lease terminates, Landlord, prior to the Termination Date, shall have the option to invoice Tenant for Tenant's Proportionate Share of the Excess Expenses based upon the previous year's operating expenses; provided, that such invoicing shall not eliminate the need for reconciliation and adjustment based on actual expenses for such year, when such expenses are known. If the Lease shall terminate on a day other than the last day of the calendar year, the amount of any additional rent payable by Tenant applicable to the year in which such termination Each statement given by Landlord or the Building Manager pursuant to this section shall be conclusive and binding upon Tenant unless within ninety (90) days after receipt of such statement Tenant shall notify Landlord that it disputes the occurrence correctness of a Sweep Event (taking into account Borrower’s deposit the statement, specifying the particular respects in which it is claimed to be incorrect. If such dispute shall not have been settled by agreement, then, pending the legal determination of Rents and Gross Revenues such dispute, Tenant shall pay additional rent in accordance with Section 6.1such statement and such payment shall be without prejudice to Tenant's position. If the dispute shall be determined in Tenant's favor, Landlord shall forthwith credit to Tenant the amount of Tenant's overpayment of additional rent resulting from compliance with Landlord's statement. Landlord shall keep complete and accurate books and records relating to "Operating Expenses", as defined below, for at least three (3) years after the end of the calendar year in which such Operating Expenses were incurred. Tenant may, at Tenant's initial expense, cause such books and records to be audited by an independent auditor satisfactory to Tenant for the purpose of determining the validity of any claim by Landlord for Excess Expenses, provided that Tenant shall notify Landlord of Tenant's election to conduct such an audit not later than ninety (90) days after the end of the calendar year to be examined. If any such audit determines that Landlord's claim for Excess Expenses for any calendar year exceeds the amount to which Landlord was properly entitled, then Landlord shall forthwith refund the excess, and if the excess is more than three percent (3%) of the amount properly due, then Landlord shall also pay the cost of the audit upon receipt of appropriate evidence of such cost. If during any calendar year of this Lease, the occupancy of the Building averages less than one hundred percent (100%), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date it is agreed that the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at shall be recomputed as though the Property Building had been 100% occupied for such month calendar year. In making such recomputation, no adjustment shall be made in Operating Expenses that typically do not vary based on occupancy, such as but not limited to real property taxes, insurance premiums and which are not otherwise paid costs associated with landscaping and other exterior maintenance. Any dispute between Landlord and Tenant regarding Operating Expenses or Excess Expenses shall be resolved by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender binding arbitration in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out commercial arbitration rules of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullAmerican Arbitration Association, and (B) documentation satisfactory to Lender as to the amount, necessity judgment on any arbitration award may be entered and purpose thereforenforced by any court of competent jurisdiction.

Operating Expenses. From (a) Tenant shall pay to Landlord, as additional rent, "Building Costs" and after "Property Taxes," as those terms are defined below, incurred by Landlord in the occurrence operation of the Building. For convenience of reference, Property Taxes and Building Costs shall be referred to collectively as "Operating Expenses". (b) Commencing prior to the start of the first full "Expense Recovery Period" (as defined below) of the Lease, and prior to the start of each full or partial Expense Recovery Period thereafter, Landlord shall give Tenant a Sweep Event (taking into account Borrower’s deposit written estimate of Rents and Gross Revenues the amount of Operating Expenses for the Expense Recovery Period. Tenant shall pay the estimated amounts to Landlord in accordance equal monthly installments, in advance, with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date Basic Rent. If Landlord has not furnished its written estimate for any Expense Recovery Period by the monthly amount time set forth in above, Tenant shall continue to pay cost reimbursements at the Approved Annual Budget rates established for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional fundsprior Expense Recovery Period, if any; provided that when the new estimate is delivered to Tenant, Tenant shall, at the next monthly payment date, pay any accrued cost reimbursements based upon the new estimate. For purposes hereof, "Expense Recovery Period" shall mean every twelve month period during the Term (or portion thereof for Extraordinary the first and last lease years) commencing July 1 and ending June 30. Estimates of Operating Expenses requested payable by Borrower and approved by Lender Tenant during each Expense Recovery Period shall not be greater than one hundred ten percent (110%) of actual Operating Expenses for the immediately preceding Expense Recovery Period unless, in accordance with Landlord's reasonable estimation, it is expected that actual Operating Expenses for the terms hereof)Expense Recovery Period in question will be greater than one hundred ten percent (110%) of actual Operating Expenses for the immediately preceding Expense Recovery Period. The foregoing limitation on estimated payments of Operating Expenses shall in no way limit Tenant's obligation to pay actual Operating Expenses as provided in this Section 4.2, which amounts it being the intent of the parties that Tenant shall be shall be transferred by fully responsible for actual Operating Expenses (whether or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 not Tenant's estimated payments are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved ▇▇▇▇ or less than actual Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose therefor.

Operating Expenses. From As used in this Lease, “AOTC Amenities Operating Expenses” shall mean all costs and after expenses of any kind or description whatsoever incurred or accrued each calendar year with respect to the occurrence of a Sweep Event AOTC Amenities (taking into account Borrower’s deposit of Rents and Gross Revenues including, without limitation, subsidies which AOTC Landlord or its affiliates may provide in accordance connection with Section 6.1the AOTC Amenities), Borrower not including costs or expenses in connection with the design or construction of the AOTC Amenities or the cost of correcting defects in the construction of the AOTC Amenities. The AOTC Amenities Operating Expenses shall deposit with or on behalf of Lender on or before each Monthly Payment Date be subject to the monthly amount exclusions set forth in Exhibit G. The “Project Amenities Share” shall mean the Approved Annual Budget for Project’s share of the following month AOTC Amenities Operating Expenses, which shall be allocated as being necessary for payment reasonably determined by the AOTC Landlord between and among the AOTC Project, the Project and any other projects owned or operated by ARE Parties leased in whole or in part to Users granted the right under their respective leases (or other applicable occupancy agreement(s)) to all or portion of Approved the AOTC Amenities. In no event shall the Project Amenities Share include any AOTC Amenities Operating Expenses at the Property for such month and which any AOTC Amenities that are not otherwise paid made available for use by WM Recycle AmericaTenant. Notwithstanding the foregoing, LLC pursuant to commencing on the Waste Management Lease (together with any additional fundsRent Commencement Date through the expiration of the first full calendar year following the Rent Commencement Date, if any, Tenant shall not be responsible for Extraordinary AOTC Amenities Operating Expenses requested by Borrower and approved by Lender in accordance with excess of $1.00 per rentable square foot of the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds Premises per year (the “Operating Expense AccountCap Amount”). Amounts deposited pursuant The Cap Amount shall increase on each January 1st thereafter during the Base Term by multiplying the Cap Amount applicable during the immediately preceding calendar year by 3% and adding the resulting amount to this Section 6.5 are referred to herein as the “Operating Expense Funds”Cap Amount applicable during the immediately preceding calendar year. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender Tenant shall disburse Operating Expense Funds to Borrower out pay their full share of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved AOTC Amenities Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforduring any Extension Term.

Operating Expenses. From Seller shall endeavor and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1)use commercially reasonable efforts to cause all meters for electricity, Borrower shall deposit with gas, water, sewer or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses other utility usage at the Property to be read on the day before the Closing Date. Seller will pay all charges for such month utility charges which have accrued on or prior to the Apportionment Time. If the utility companies are unable or refuse to read the meters on the Closing Date, all charges for such utility charges to the extent unpaid will be prorated and adjusted as of the day before the Closing Date based on the most recent bills and other reasonable factors. Seller shall retain utility deposits and deposits with governmental and quasi-governmental authorities, and initial inducement payments made to Seller by vendors. All other operating expenses of the Property (which are not otherwise paid by WM Recycle Americacustomarily adjusted for in a transction of this nature), LLC including association maintenance charges and special assessments, if applicable, and costs pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower service contracts in effect as of the Closing Date and approved by Lender being assigned to Purchaser in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor hereof (but not more often than once per monthincluding the Seller's management agreement which Seller shall terminate at Closing), the list for which as of the date hereof being attached hereto as Exhibit D ("Service Contracts"), shall be prorated between Seller and Buyer as of 12:01 a.m. the day of the Closing Date such that Seller shall be deemed the owner of the Property for the day prior to the Closing Date and Buyer shall be deemed the owner of the Property commencing as of the day of Closing; provided, however, there will be no proration of insurance premiums, it being agreed 4815-0899-8962.7 22484/0204 that Buyer will be responsible to obtain its own insurance as of the Closing. Prior to the expiration of the Inspection Period, Buyer may provide written notice to Seller of Buyer's request for Seller to cancel any Service Contracts, and Seller shall, at or prior to the Closing cancel all such Service Contracts at Buyer's sole cost and expense, including, without limitation, all cancellation fees. Buyer shall assume any Service Contract in increments effect as of at least $10,000the Closing other than those designated by Buyer in writing for termination by Seller prior to the expiration of the Inspection Period, provided however, Buyer shall be required to assume at Closing any Service Contract not susceptible of being terminated prior to Closing. Notwithstanding the foregoing, Seller shall retain and reserve from the sale all (i) such disbursement is for an Approved Operating Expense; utility deposits and deposits with governmental and quasi-governmental authorities, (ii) non-refundable tenant fees such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses as amenity fees, cleaning fees, redecorating fees and a description thereofpet fees, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from non-refundable tenant fees collected by Seller for the requested disbursement or those constituting Permitted Indebtedness) have been paid in fullmonth of Closing, and (Biii) documentation satisfactory initial inducement payments made to Lender as to the amount, necessity and purpose thereforSeller by vendors.

Operating Expenses. From 4.1. LESSEE shall pay to LESSOR, as Additional Rent, LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for any calendar year during the Term. LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for less than a year shall be prorated and apportioned. 4.2. On or about the Commencement Date, and thereafter within ninety (90) days following the first day of each succeeding calendar year within the Term, LESSOR shall determine or estimate LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for such calendar year ("LESSOR'S Estimated Operating Expenses") and shall submit such information to LESSEE in a written statement ("LESSOR'S Expense Statement"). 4.3. Commencing on the first Basic Rent Payment Date following the submission of any LESSOR'S Expense Statement and continuing thereafter until LESSOR renders the next LESSOR'S Ex­pense Statement, LESSEE shall pay to LESSOR on account of its obligation under Section 4.1 of this Lease, a sum (the "Monthly Expense Payment") equal to one-twelfth (1/12) of LESSEE'S Propor­tionate Share of LESSOR'S Estimated Operating Expenses for such calendar year. LESSEE'S first Monthly Expense Payment after receipt of LESSOR'S Expense Statement shall be accompanied by the payment of an amount equal to the product of the number of full months, if any, within the calendar year which shall have elapsed prior to such first Monthly Expense Payment, times the Monthly Ex­pense Payment; minus any Additional Rent already paid by LESSEE on account of its obligation under Section 4.1 of this Lease for such calendar year. 4.4. LESSOR shall use reasonable efforts to deliver to LESSEE within 120 days after each calendar year a statement of the final Operating Expenses for the immediately preceding calendar year which shall reconcile the payments made by LESSEE for such calendar year. Any balance due to LESSOR shall be paid by LESSEE within thirty (30) days after LESSEE'S receipt of the final LESSOR'S Expense Statement; any surplus due to LESSEE shall be applied by LESSOR against the next accruing monthly installment(s) of Additional Rent due under this Article. If the Term has expired or has been terminated, LESSEE shall pay the balance due to LESSOR or, alternatively, LESSOR shall refund the surplus to LESSEE, whichever the case may be, within thirty (30) days after LESSEE'S receipt of the final LESSOR'S Expense Statement; provided, however, if the Term shall have been terminated as a result of a default by LESSEE, then LESSOR shall have the right to retain such surplus to the extent LESSEE owes LESSOR any Basic Rent or Additional Rent. 4.5. LESSEE or its representative shall have the right to examine LESSOR'S books and records with respect to the reconciliation of LESSOR'S Operating Expenses for the prior calendar year set forth in the final LESSOR'S Expense Statement during normal business hours at any time within thirty (30) days following the delivery by LESSOR to LESSEE of such final LESSOR'S Expense Statement. Unless LESSEE shall give LESSOR a notice objecting to said reconciliation and specifying the respects in which said reconciliation is claimed to be incorrect within ten (10) days after the occurrence date of said examination, said reconciliation shall be considered as final and accepted by LESSEE. Notwithstanding anything to the contrary contained in this Article, LESSEE shall not be permitted to examine LESSOR'S books and records or to dispute said reconciliation unless LESSEE has paid to LESSOR the amount due as shown thereon; said payment is a condition precedent to said examination and/or dispute. (a) If LESSOR shall receive any refund of Taxes in respect of a Sweep Event calendar year and if LESSEE shall have paid Additional Rent pursuant to this Article 4 for said calendar year, LESSOR shall credit to LESSEE LESSEE'S Proportionate Share of such refund (taking into account Borrower’s deposit based upon the portion of Rents said Taxes paid by LESSEE) against the next accruing monthly installment(s) of Additional Rent due under this Article, or if the Term shall have expired, LESSEE'S Proportionate Share of such refund shall be refunded to LESSEE within thirty (30) days after receipt thereof by LESSOR; provided, however, if the Term shall have expired as a result of a default by LESSEE, then LESSOR shall have the right to retain LESSEE'S Proportionate Share of the refund to the extent LESSEE owes LESSOR any Basic Rent or Additional Rent. (b) while proceedings for the reduction in assessed valuation for any year are pending, the computation of the Taxes shall be based upon the original assessments for such year. (c) Notwithstanding anything to the contrary contained in this Lease, LESSEE shall not have the right to contest or appeal the validity of any Taxes or the amount of the assessed valuation of the Premises without the prior written consent of LESSOR. 4.7. In no event shall any adjustment in LESSEE'S obligation to pay Additional Rent under this Article 4 result in a decrease in the Basic Rent payable hereunder. LESSEE'S obligation to pay Additional Rent, and Gross Revenues LESSOR'S obligation to credit and/or refund to LESSEE any amount, pursuant to the provisions of this Article 4, shall survive the Termination Date. 4.8. LESSEE shall also pay to LESSOR, as Additional Rent, upon demand, the amount of any increase in accordance with Section 6.1)LESSOR'S Operating Expenses which is attributable to LESSEE'S use or manner of use of the Demised Premises, Borrower shall deposit with to activities conducted on or about the Demised Premises by LESSEE or on behalf of Lender on LESSEE or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle Americato any additions, LLC pursuant improvements or alterations to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred Demised Premises made by or at the direction on behalf of Lender into an Account established LESSEE. 4.9. The provisions of Section 29.3 shall apply to hold such funds (the “Operating LESSOR'S Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforStatement.

Operating Expenses. From a. Commencing on January 1, 2019 and continuing throughout the Term, the County shall pay, in monthly installments, the County’s Proportionate Share of Operating Expenses for the calendar year in question in excess of Operating Expenses incurred during the 2018 calendar year base year (the “Base Year”). If any portion of the Buildings is not fully occupied during the Base Year Landlord shall gross up Operating Expenses which vary with occupancy for such period so that Operating Expenses are computed as though the Buildings had been fully occupied. If any expense (including without limitation any tax or insurance premium) included within the Operating Expenses incurred during the Base Year is thereafter reduced or eliminated (an “Expense Reduction”), then for the purpose of calculating the County’s Proportionate Share of Operating Expenses, the applicable Base Year amount shall be reduced to reflect the Expense Reduction. By April 30th of each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide the County with a statement of Operating Expenses for the preceding calendar year or part thereof. Within 30 business days after delivery of the statement with properly documented statements to the County and after any questioned expenses have been satisfactorily explained or disputed as set forth below, County shall pay to the occurrence Landlord the County’s Proportionate Share of a Sweep Event (taking into account BorrowerOperating Expenses for the Leased Premises. If the County does not give Landlord notice within 30 business days after receiving Landlord’s deposit of Rents statement that the County disagrees with the statement and Gross Revenues specifying the items and amounts in accordance with Section 6.1)dispute, Borrower the County shall deposit with or on behalf of Lender on or before each Monthly Payment Date be deemed to have waived the monthly amount right to contest the statement and the amounts set forth in such statement shall thereafter be deemed conclusive against the Approved Annual Budget for the following month as being necessary for payment of Approved County. The Landlord specifically agrees that Controllable Operating Expenses at shall not increase by more than five percent (5%) per year in the Property for such month aggregate over the Initial Term of the Lease on a non-cumulative and which are not otherwise paid by WM Recycle Americanon-compounding basis. Controllable Operating Expenses shall mean Operating Expenses other than taxes, LLC pursuant insurance, utilities, snow and ice removal and security. ▇▇▇▇▇▇▇▇’s and the County’s obligation to reconcile the Waste Management Lease (together with any additional funds, if any, for Extraordinary Operating Expenses requested by Borrower and approved by Lender in accordance with due the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited other pursuant to this Section 6.5 are referred to herein as shall survive the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes expiration or termination of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforLease.

Operating Expenses. From A. With respect to the Eleventh Floor Initial Space only, Paragraphs 3(b) and after 3(c) of the occurrence Lease is hereby amended to provide that the Real Estate Taxes and Base Operating Charges for the Eleventh Floor Initial Space shall be based on the calendar year 2000. The percentage of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth increase in the Approved Annual Budget Real Estate Taxes and the percentage of increase in the Operating Costs over the base year allocable to the Eleventh Floor Initial Space will be 3.87%. The method of computation of the increases of the Real Estate Taxes and the Operating Costs shall be the same as stated in Paragraphs 3(b) and 3(c) of the Lease. B. With respect to the Ninth Floor Space only, Paragraphs 3(b) arid 3(c) of the Lease is hereby amended to provide that the Real Estate Taxes and Base Operating Charges for the following month as being necessary for payment Ninth Floor Space shall be based on the calendar year 2001. The percentage of Approved increase in the Real Estate Taxes and the percentage of increase in the Operating Expenses at Costs over the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant base year allocable to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower Ninth Floor Space will be 3.21%. The method of computation of the increases of the Real Estate Taxes and approved by Lender in accordance with the terms hereof), which amounts Operating Costs shall be the same as stated in Paragraphs 3(b) and 3(c) of the Lease. C. With respect to the Eleventh Floor Expansion Space only, Paragraphs 3(b) and 3(c) of the Lease is hereby amended to provide that the Real Estate Taxes and Base Operating Charges for the Eleventh Floor Expansion Space shall be transferred by or at based on the direction calendar year 2002. The percentage of Lender into an Account established increase in the Real Estate Taxes and the percentage of increase in the Operating Costs over the base year allocable to hold such funds (the “Operating Expense Account”)Eleventh Floor Expansion Space will be 3.57%. Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event The method of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out computation of the increases of the Real Estate Taxes and the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15Costs shall be the same as stated in Paragraphs 3(b) days after delivery by Borrower to Lender and 3(c) of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforLease.

Operating Expenses. From The amount of the Annual Operating Expenses set forth in Section 1(g) above represents Tenant’s Share of the estimated Operating Expenses for the calendar year in which the Term commences, excluding the cost of electricity and gas that is separately metered to the Premises, and which shall be paid by Tenant directly to the respective utility provider, as set forth in Section 7 below. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. By April 30th of each year (and as soon as practical after the occurrence expiration or termination of this Lease or, at Landlord’s option, after a Sweep Event (taking into account Borrower’s deposit sale of Rents and Gross Revenues in accordance with Section 6.1the Premises), Borrower Landlord shall deposit provide Tenant with a statement of Operating Expenses for the preceding calendar year or on behalf part thereof. Within 30 days after delivery of Lender on the statement to Tenant, as the case may be, (i) Tenant shall pay to Landlord the amount of any deficiency then due from Tenant to Landlord, or before each Monthly Payment Date (ii) Landlord shall credit Tenant’s account for any overpayment by Tenant (which credit shall be applied against Rent first due and owing under this Lease) except that in the monthly amount event that the Term has expired or terminated other than for Tenant’s default Landlord shall pay Tenant for any such overpayment. If Tenant does not give Landlord notice within 120 days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in dispute, Tenant shall be deemed to have waived the right to contest the statement. During such 120 day period, Tenant shall be entitled, during regular business hours, after giving to Landlord at least 5 business days prior written notice, to inspect in Landlord’s business office all Landlord’s records necessary to satisfy itself that all charges set forth in the Approved Annual Budget for statement have been correctly allocated to Tenant, and to obtain an audit thereof on a non-contingent fee basis by an independent certified public accountant (selected by Tenant with Landlord’s written consent, which shall not be withheld unreasonably) to determine the following month as being necessary for payment accuracy of Approved Landlord’s certification of the amount of Operating Expenses at charged Tenant. If it is determined that Tenant’s liability for Operating Expenses is less than ninety-five percent (95%) of that amount which Landlord previously certified to Tenant in such statement, Landlord shall pay to Tenant the Property for reasonable cost of such month audit and which are not otherwise regardless of such percentage shall refund promptly to Tenant the amount of the Operating Expenses paid by WM Recycle AmericaTenant which exceeds the amount for which Tenant actually is liable, LLC pursuant as determined following such audit. Except as set forth above, Tenant shall bear the total cost of any such audit. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited other pursuant to this Section 6.5 are referred to herein as shall survive the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes expiration or termination of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforLease.

Operating Expenses. From (a) Tenant agrees to reimburse Landlord, as Additional Rent hereunder, and after under any extensions or renewals of this Lease, for Tenant's pro rata share of the occurrence annual Operating Expenses (as defined in subsection (b) below) of a Sweep Event the Building and related common areas, including the parking areas, in excess of the amount of the per rentable square foot cost of the actual operating expenses for calendar year 1998 (taking into account Borrower’s deposit hereinafter called the "Base Year Rate"). The Operating Expenses per rentable square foot of Rents and Gross Revenues the Building shall be determined by dividing the total Operating Expenses incurred for the calendar year in accordance with Section 6.1), Borrower shall deposit with or on behalf question by the total number of Lender on or before each Monthly Payment Date the monthly amount set forth rentable square feet in the Approved Annual Budget Building; provided, however, that in any year during which the Building is less than ninety-five (95%) occupied (on an average basis) the annual Operating Expenses used to determine Tenant's share shall be adjusted to the amount which would have been incurred if the Building had been ninety-five percent (95%) occupied for the following month as being necessary entire year, but in no event shall Landlord be reimbursed for payment of Approved more than the total Operating Expenses at actually incurred during the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to year in question. Tenant's pro rata share of the Waste Management Lease (together with any additional funds, if any, for Extraordinary excess Operating Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred determined by or at multiplying such excess amount by the direction number of Lender into an Account established to hold such funds rentable square feet contained within the Premises (the “Operating Expense Account”hereinafter called "Tenant's Share"). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred Landlord and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default Tenant hereby agree that, for purposes of this Section provided 9, the rentable square footages of the Premises and the Building are set forth in the Summary of Primary Business Terms at the beginning of this document, and Tenant's Share shall be determined based on such Sweep Event terminates as amounts. If the size of the Building or the Premises is changed, the parties hereby agree to recalculate Tenant's Share following such change. (b) Operating Expenses shall be all those expenses of operating, servicing, managing and when maintaining the Building and the Property in a first-class manner deemed by Landlord reasonable and appropriate and in the best interest of the tenants of the Building. Operating Expenses shall include, without limitation, the following: (1) All taxes and assessments applicable to the Property and the Building, which shall include real and personal property ad valorem taxes, and any and all costs and expenses (including consultant's fees) incurred by Landlord in seeking a reduction of any such taxes and assessments. However, Tenant shall not be obligated for taxes on the net income from the operation of the Building, unless there is imposed in the future a tax on rental income on the Building in lieu of the real property ad valorem taxes, in which event such tax shall be deemed to be included in the Operating Expenses of the Building. (2) Insurance, including, without limitation, liability, casualty, workers' compensations, comprehensive and any other coverage which Landlord deems appropriate for the Property and the Building. (3) Utility charges for the operation of the Property and the Building including, without limitation, water, electricity, gas, heating, lighting, ventilation, sanitary sewer and air conditioning of the Building, but not including those utility charges separately metered and actually paid directly by any tenant. (4) Janitorial and maintenance expenses, including: (i) The wages and salaries of all employees engaged in the operation and maintenance of the Building including the employer's social security taxes and any other taxes which may be levied on such wages and salaries, and including customary fringe benefits. (ii) Janitorial services and janitorial supplies and other materials used in the operation and maintenance of the Building. (iii) The cost of maintenance and service agreements on equipment, window cleaning, landscaping, grounds maintenance, pest control, security, trash and snow removal, and other similar services or agreements. (5) Management expense, including, without limitation, management fees and expenses whether paid to Landlord, if Landlord manages the Building, or to a third party management company. (6) The costs, including interest, amortized over its useful life, of any capital improvement made to the Building by or on behalf of Landlord after the date of this Lease which is required under Section 6.8)any governmental law or regulation that was not applicable to the Building at the time of its construction, Lender shall disburse Operating Expense Funds to Borrower out and of the acquisition and installation of any device or equipment designed to improve the operating efficiency of any system within the Building and capital improvements designed to protect the health and safety of Tenants in the Building. (7) All services, supplies, repairs, replacements or other expenses directly and reasonably associated with servicing, maintaining, managing and operating the Property and the Building, including, but not limited to lobby and other common use areas and vehicular and pedestrian traffic areas, the parking areas, landscaped areas and all access ways to the Building. (c) As soon as practicable after December 31 of each year during the Term of this Lease, Landlord shall furnish to Tenant an itemized statement (including a statement of how such Operating Expense Account Expenses were increased if the Building was less than 95% occupied during that calendar year) of such Operating Expenses per rentable square foot within the Building for the calendar year then ended. Tenant may have access to Landlord's records, during normal business hours and at the place where Landlord keeps such records, in order to audit or otherwise verify such expenses. If an audit discloses that Tenant has been overcharged by ten percent (10%) or more, then Landlord shall reimburse Tenant for the reasonable cost of such audit. (1) On or before January 1 of each calendar year thereafter, Landlord shall provide Tenant a written estimate of Tenant's Share of annual excess Operating Expenses for the upcoming calendar year. Beginning with the first month of such calendar year, Tenant shall pay Approved to Landlord, together with its monthly payment of Base Rent as provided in Section 3 hereinabove, as Additional Rent hereunder, an amount equal to one-twelfth (1/12th) of the estimated Tenant's Share (as shown in Landlord's statement) of any excess Operating Expenses. In the event that at the end of any calendar year, Tenant has paid to Landlord an amount in excess of Tenant's Share of any actual excess Operating Expenses for such calendar year, Landlord shall apply any such excess amount to any amount then owing to Landlord hereunder, and if none, Landlord shall promptly refund such excess amount to Tenant; and in the event at the end of any calendar year Tenant has paid to Landlord less than Tenant's Share of any actual excess Operating Expenses for such calendar year, Tenant shall pay to Landlord any such deficiency within fifteen thirty (1530) days after delivery Tenant receives the annual statement referred to above. (2) For the calendar year in which this Lease terminates, and is not extended or renewed, the provisions of this section shall apply, but Tenant's Share for such year shall be subject to a pro rata adjustment based upon the number of full and partial calendar months of said calendar year prior to the expiration of the Term of this Lease and shall be computed by Borrower December 31 immediately preceding the expiration of the Term of this Lease as the Operating Expenses for such last calendar year. Tenant's Share for the final calendar year, if not fully paid with Tenant's monthly payments of Base Rent as provided herein, shall be paid to Lender Landlord thirty (30) days after receipt of a request therefor the applicable Operating Expense statement. (but not more often than once per monthd) Notwithstanding the foregoing, Landlord agrees that if the aggregate cost of the expenses set forth in Subsections 9(b)(4), in increments 9(b)(5), 9(b)(6) and 9(b)(7) above increase by more than five percent (5%) over the cost thereof for the prior year, Tenant shall be liable for Tenant's Share of at least $10,000, provided only the first five percent (i5%) of such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforincrease.

Operating Expenses. From and after Prior to commencement of each Operating Year or as soon thereafter as is reasonably possible, Landlord will furnish to Tenant an estimate of the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month Operating Year and which are not otherwise paid by WM Recycle America, LLC pursuant to if the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts same shall be in excess of the Base Operating Expenses, the installments of rent payable hereunder in respect of each month of such Operating Year shall be transferred increased byway of Additional Rent by or at the direction an amount equal to one-twelfth (1/12) of Lender into an Account established three and forty-nine one hundredths percent (3.49%) of such excess and Tenant shall make payment thereof to hold such funds Landlord accordingly (the “Operating Expense AccountTenant’s Estimated Share”). Amounts deposited pursuant After the end of each Operating Year, the Landlord shall furnish to this Section 6.5 are referred Tenant a statement of Landlord’s actual Operating Expenses for such Operating Year and Tenant shall pay to herein as the “Operating Expense Funds”. Provided no Event Landlord an amount equal to of Default has occurred three and is continuing forty-nine one hundredths percent (it being expressly understood that a Sweep Event triggered under Section 6.8(c3.49%) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the excess of such Operating Expense Account Expenses over the Base Operating Expenses (“Tenant’s Actual Share”). If Tenant’s Actual Share is greater than the amount paid by Tenant to Landlord as Tenant’s Estimated Share, then Tenant shall pay Approved Operating Expenses, this difference to Landlord within fifteen fourteen (1514) days after delivery of such statement. If Tenant’s Actual Share is less than the amount paid by Borrower Tenant to Lender Landlord as Tenant’s Estimated Share, then Landlord shall refund the excess to Tenant within fourteen (14) days after delivery of a request therefor (but not more often such statement. 01. If this Lease shall terminate other than once per month)on the expiry of an Operating Year in any Operating Year, then in increments computing the amount payable by Tenant under this Article for the period from the commencement of at least $10,000the Operating Year in which the Lease terminates until the date of termination, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved the Base Operating Expenses shall be deducted from the Operating Expenses for such Operating Year and a description thereof, Tenant shall pay one-three hundred sixty-fifth (y1/365) that all previous disbursements of three and forty-nine one hundredths percent (3.49%) for each day of such Operating Year during which this Lease shall have been or will be used in full force and effect. The obligations of the parties hereto to pay adjust sums owed pursuant to this Article shall survive the previously identified Approved expiration of the term of this Lease Failure of Landlord to furnish a statement of actual Operating Expenses and (z) that all outstanding trade payables (other than those or to be paid from the requested disbursement give notice of an adjustment to Annual Rent under this Article in a timely manner shall not prejudice or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory act as a waiver of Landlord’s right to Lender as furnish such statement or give such notice at a subsequent time or to collect any adjustments to the amount, necessity and purpose thereforBase Rent for any preceding period.

Operating Expenses. From Lessee shall pay to Lessor during the Term hereof, in addition to the Base Rent, Lessee's Share, as hereinafter defined, of all Operating Expenses, in excess of the amount established during the January 1, 1999 through December 31, 1999 term of this Lease ("Base Year"), as determined by standard accounting practices, calculated assuming the Building is ninety-five percent (95%) occupied during the Base Year. Lessee shall not be responsible for any capital expenses. Lessee shall have the right to audit any passthroughs (Operating Expenses in excess of the Base Year Operating Expenses), however in no case shall Lessor pass through any amount greater than five percent (5%) of the Lessee's Share of the Operating Expenses for the Base Year, non-cumulative, per year. The maximum amount of the passthrough shall be calculated as follows: Lessee's Share of the Base Year Operating Expenses, expressed as a cost per square foot, shall be multiplied by five percent (5%), which shall represent the maximum amount of Operating Expense per square foot that may be passed through to Lessee in any one year ("Annual Maximum Operating Expense Passthrough"). Commencing on January 1, 2000, and after continuing each successive January 1 thereafter, Lessor shall provide Lessee with a reasonably detailed statement of the occurrence total Operating Expenses and the Lessee's Share of a Sweep Event those Operating Expenses to be passed through (taking into account Borrower’s deposit "Operating Expense Statement"). Lessee shall pay to Lessor Lessee's Share, pursuant to Lessee's right to audit the Operating Expense Statement, which shall be the lesser amount of Rents and Gross Revenues the following: (a) Lessee's Annual Maximum Operating Expense Passthrough; or (b) Lessee's Share per square foot of Operating Expenses as calculated for the current year. Operating Expenses shall be in accordance with Section 6.1)the following provisions: (a) Lessee's Share" is defined, Borrower shall deposit with or on behalf for purposes of Lender on or before each Monthly Payment Date this Lease, as the monthly amount percentage set forth in paragraph 1.8 of the Basic Lease Provisions, which percentage has been determined by dividing the approximate rentable square footage of the Premises by the total approximate square footage of the rentable space contained in the Office Building Project. It is understood and agreed that the rentable square footage figures set forth in the Approved Annual Budget for Basic Lease Provisions are approximations which Lessor and Lessee agree are reasonable and shall not be subject to revision except in connection with an actual change in the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Operating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out size of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of Premises or a request therefor (but not more often than once per month), change in increments of at least $10,000, provided (i) such disbursement is the space available for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay lease in the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to Lender as to the amount, necessity and purpose thereforOffice Building Project.