Common use of Operating Expenses Clause in Contracts

Operating Expenses. It is the intention of the parties, and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directly.

Operating Expenses. It is the intention of the parties, The term "OPERATING EXPENSES" shall mean all costs and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts expenses paid or pay any expenses, charges, obligations or costs of any kind whatsoever incurred with respect to the Premisesownership, repair, replacement, restoration, maintenance and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term operation of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areasProperty, and shall includeincluding, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include following: (i) any expense chargeable services provided directly by employees of Landlord or Agent in connection with the operation, maintenance or rendition of other services to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on for the premisesProperty; (ii) any amount for which Lessor is reimbursed through insuranceto the extent not separately metered, billed, or by third personsfurnished, all charges for utilities and services furnished to either or both of the Property and the Premises (including, without limitation, the Common Areas [as hereinafter defined]), together with any taxes on such utilities; (iii) repair costs occasioned by fire, windstorm or other all premiums for casualty, (iv) any constructionworkers' compensation, repair or maintenance expenses or obligations that are liability, boiler, flood and all other types of insurance provided by Landlord and relating to the sole responsibility of the Lessor (not to be reimbursed by the Lessee)Property, (v) leasing commissions and other expenses all third party administrative costs incurred in connection with leasing the procurement and implementation of such insurance policies, and all deductibles paid by Landlord pursuant to insurance policies required to be maintained by Landlord under this Lease; (iv) the cost of all supplies, tools, materials and equipment utilized in the ownership and operation of the Property, and sales and other taxes thereon; (v) amounts charged (including, without limitation, those costs and expenses set forth in SECTION 13.2 (i) below) by any other area located on or all of contractors, materialmen and suppliers for services, materials and supplies furnished to Landlord in connection with any or all of the premises operation, repair and maintenance of any part of the Property (together with a reasonable overhead and administrative fee to any other partyLandlord), including, without limitation, the structural elements of the Property and the Common Areas; (vi) any expense representing an amount paid management fees to an affiliate Landlord or subsidiary Agent or other persons or management entities actually and directly involved in the management and operation of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and Property; (vii) costs any capital improvements made by, or on behalf of, Landlord to the Property that are either or both (a) designed to reduce Operating Expenses and (b) required to keep the Property in compliance with all governmental laws, rules and regulations applicable thereto, from time to time, the cost of items which capital improvements shall be reasonably amortized by Landlord over the useful life of the improvement, in accordance with generally accepted accounting principles; (viii) all professional fees incurred in connection with the operation, management and services for which maintenance of the Lessee reimburses or pays any third persons directly.Property; and (ix) Taxes, as hereinafter defined in SECTION

Operating Expenses. It is Expenses, costs and liabilities incurred in connection with the intention operation of the parties, and they hereby agree, that this shall be a triple net Lease, Company and the Lessor shall have no obligation to provide any servicesInvestment and the performance by the Managing Member, perform any acts or pay any expensesthe Company and their respective Affiliates of their respective obligations under this Agreement, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeincluding, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or capital improvementvaluation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), ground leases; principal whether or interest payments on any mortgage or deed of trust on the premises; not consummated, (ii) any amount for which Lessor is reimbursed through insurancecosts and liabilities incurred in connection with litigation or other extraordinary events, or by third personsdirectors and officers liability and other insurance expenses, (iii) repair costs occasioned all taxes, fees and other governmental charges payable by firethe Company, windstorm or other casualtyand all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee)communications expenses, (v) leasing commissions all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with leasing the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other area located on routine administrative expenses of the premises to any other partyCompany or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (vix) all expenses incurred in connection with any expense representing an amount paid to an affiliate or subsidiary indebtedness of the Lessor which is Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in excess respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the amount which would be paid in the absence of such relationship, Investment and (viixiii) all expenses and costs associated with the administration and enforcement of items the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and services for which the Lessee reimburses or pays any third persons directlyappointment of a receiver, if necessary) (“Operating Expenses”).

Operating Expenses. It is The term “Operating Expenses” shall mean all costs and expenses paid or incurred by Landlord with respect to, or in connection with, the intention ownership, repair, restoration, maintenance and operation of the partiesProperty. Operating Expenses may include, but are not limited to, any or all of the following: (i) services provided directly by employees of Landlord or Agent in connection with the operation, maintenance or rendition of other services to or for the Property (including, but not limited to, the Common Areas, as defined below); (ii) to the extent not separately metered, billed, or furnished, all charges for utilities and they hereby agree, that this shall be a triple net Lease, services furnished to either or both of the Property and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeincluding, without limitation, electricitythe Common Areas, watertogether with any taxes on such utilities; (iii) all market-based premiums for commercial property, waste disposalcasualty, sewagegeneral liability, operating materials and suppliesboiler, service agreements and chargesflood, minor repairsearthquake, cleaning and custodial, security, insurance, terrorism and all other direct operating types of insurance provided by Landlord and relating to the Property; all reasonable administrative costs incurred in connection with the procurement and implementation of operating such insurance policies; the amount of any deductible(s) if and maintaining to the Premises extent a loss(es) is incurred and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance applicable insurer(s) applies the deductible before making payment of yard, repair of equipment due to normal wear any available insurance proceeds; and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair management fees to Landlord or maintenance expenses Agent or obligations that are other persons or management entities actually involved in the sole responsibility management and operation of the Lessor (Property, not to be reimbursed by the Lessee)exceed 3% of annual Rent, (v) leasing commissions any capital improvements made by, or on behalf of, Landlord to the Property that are either or both (a) designed to reduce Operating Expenses and other expenses (b) required to keep the Property in compliance with all governmental laws, rules and regulations applicable thereto, from time to time, the cost of which capital improvements shall be amortized by Landlord over the useful life of such item; (vi) all professional fees incurred in connection with leasing any other area located on the premises to any other partyoperation, (vi) any expense representing an amount paid to an affiliate or subsidiary management and maintenance of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and Property; (vii) Taxes, as hereinafter defined in Section 3.1.2; and (viii) dues, fees or other costs and expenses, of any nature, due and payable to any association or comparable entity to which Landlord, as owner of the Property, is a member or otherwise belongs and that governs or controls any aspect of the ownership and operation of the Property; (ix) any real estate taxes and common area maintenance expenses levied against, or attributable to, the Property under any declaration of covenants, conditions and restrictions, reciprocal easement agreement or comparable arrangement that encumbers and benefits the Property and other real property (e.g., a business park); and (x) all costs and expenses incurred to maintain, repair and replace all or any of the Common Areas. Notwithstanding anything contained above, the following shall be excluded from amounts payable by Tenant under this Lease as Operating Expenses: (a) except to the extent that any of the following are incurred or paid in connection with this Lease or this Tenant, leasing costs and commissions, costs of items tenant disputes, leasehold improvements and services other costs of preparing space for tenants, other tenant incentives, and expenses incurred in negotiating or enforcing leases; (b) interest, principal or any other payments under any mortgage or rental or any other payments under any ground lease; (c) costs for which Landlord is reimbursed, to the Lessee reimburses extent of such actual reimbursement received by Landlord, including costs covered by proceeds of insurance, condemnation awards or pays court judgments, amounts specially billed to and payable by an individual tenant (other than through operating expenses provisions of a lease) and costs covered by any manufacturer’s, contractor’s or other warranty to the extent of actual coverage; (d) fees and other costs for professional services provided by attorneys, space planners and architects, except as otherwise expressly set forth herein; (d) marketing and advertising expenses; (f) costs which under generally accepted accounting principles, consistently applied, are capitalized, except to the extent such costs are authorized pursuant to 3.1.1(v) above; (g) costs of curing construction defects in Landlord’s Work (but not any work performed by or on behalf of Tenant), if any; (h) depreciation; (ix) attorneys fees incurred by Landlord in any dispute with, or litigation brought by or against, any tenant, other than Tenant, and any attorneys’ fees incurred by Landlord in connection with any lease (other than this Lease) and any act of negligence or tortuous misconduct by Landlord, its employees, agents, and contractors; (x) costs incurred because Landlord violates any lease; (xi) any fines, penalties, or costs incurred because Landlord violated any governmental law, ordinance, rule or regulation, including any environmental laws; (xii) any costs incurred in connection with any corrective action, investigation of site conditions, cleanup, removal, remediation, or restorative work required pursuant to complying with health and safety laws including OSHA or any environmental laws, except to the extent Tenant has any liability therefor pursuant to Section 9; (xiii) costs associated with the financing or refinancing of the Building; (xiv) intentionally deleted; (xv) any fines, penalties, late fees, or interest attributable to the negligent act or omission of the Landlord, or its agents, employees, or contractors in failing to make prompt payments of any kind, except to the extent that Tenant made any late payments to Landlord for such expenses; (xvi) the costs of any work performed or services rendered by Landlord or an affiliate of Landlord pursuant to its obligations hereunder to the extent such costs demonstrably exceed that which would have been charged by an unaffiliated third persons directlyparty of similar skill, competence and experience; and (xvii) travel, entertainment, lobbying, political contributions, and charitable contributions.

Operating Expenses. It is “Landlord’s Operating Expenses” means the intention cost of operation of the parties, and they hereby agree, that this shall be a triple net Lease, Building and the Lessor Site which (i) shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or exclude costs of any kind whatsoever with respect special services rendered to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent tenants (100%including Tenant) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include which a separate charge is made; all costs to Lessee incurred exclusively as a result of owning, operating and maintaining the Premises Additional Building; all capital expenditures and related parking areasdepreciation (for items purchased or leased), except as otherwise explicitly provided in this Section 2.6; leasing fees or commissions, advertising and promotional expenses, legal fees, the cost of tenant improvements, build out allowances, moving expenses, assumption of rent under existing leases and other concessions incurred in connection with leasing space in the Building; interest on indebtedness, debt amortization, ground rent, and refinancing costs for any mortgage or ground lease of the Building or the Site; the cost of any item or service to the extent to which Landlord is actually reimbursed or compensated by insurance, any tenant, or any third party; legal fees or other expenses incurred in connection with negotiating and enforcing leases, subleases, assignments or other occupancy agreements for the Building; or depreciation or amortization except as otherwise expressly provided in this Lease but (ii) shall include, without limitation, electricitythe following: premiums for insurance carried with respect to the Building and the Site (including, without limitation, liability insurance, insurance against loss in case of fire or casualty and insurance of monthly installments of fixed rent and any Additional Rent which may be due under this Lease and other leases of space in the Building for not more than 12 months in the case of both fixed rent and Additional Rent and if there be any first mortgage of the Property, including such insurance as may be required by the holder of such first mortgage); compensation and all fringe benefits, worker’s compensation insurance premiums and payroll taxes paid to, for or with respect to all persons engaged in the operating, maintaining or cleaning of the Building or Site, water, waste disposalsewer, sewagegas, operating materials oil and suppliestelephone charges (excluding utility charges separately chargeable to tenants, service agreements including without limitation, those for additional or special services); cost of building and charges, minor repairscleaning supplies and equipment; cost of maintenance, cleaning and custodial, security, insurance, repairs (other than repairs not properly chargeable against income or reimbursed from contractors under guarantees); cost of snow removal and care of landscaping; payments under service contracts with independent contractors (at market rates); management fees at reasonable rates consistent with the type of occupancy and the service rendered; and all other direct operating costs reasonable and necessary expenses paid in connection with the operation, cleaning and maintenance of operating the Building and maintaining the Premises Site and related parking areasproperly chargeable against income, unless expressly excluded from the operating expenses. The Lessor provided, however, there shall be responsible included (a) depreciation for maintenance of yard, repair of equipment due to normal wear and tear owned capital expenditures (whether purchased or leased) made by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include Landlord (i) any expense chargeable to a capital account reduce Landlord’s Operating Expenses if Landlord shall have reasonably determined that the annual reduction in Landlord’s Operating Expenses shall exceed depreciation therefor or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount to comply with applicable laws, rules, regulations, requirements, statutes, ordinances, by-laws and court decisions of all public authorities which are now or hereafter in force; plus (b) in the case of both (i) and (ii) an interest factor, reasonably determined by Landlord, as being the interest rate then charged for long term mortgages by institutional lenders on like properties within the locality in which Lessor the Building is reimbursed through insurance, or located; depreciation in the case of both (i) and (ii) shall be determined by third persons, (iii) repair costs occasioned dividing the original cost of such capital expenditure by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility number of years of useful life of the Lessor (not to capital item acquired and the useful life shall be reimbursed reasonably determined by Landlord in accordance with generally accepted accounting principles and practices in effect at the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary time of acquisition of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlycapital item.

Operating Expenses. It is the intention of the parties, and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ Lessee hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, real estate and personal property taxes and assessments, management fee, heating, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor lawn care, snow removal, restriping, repairs, repaving, cleaning and custodial, security, insurance, the cost of contesting the validity or applicability of any governmental acts which may affect operating expenses, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇Lessee's obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays pay any third persons directly.

Operating Expenses. It is All direct and indirect expenses and costs, calculated on an accrual basis, paid by the intention Manager in connection with the service rendered for the Containers, or the relevant portion of such expenses and costs (determined in accordance with the Intercreditor Agreement), incurred in connection with the ownership, use or operation of the partiesManaged Containers (where applicable), such as: (i) agency costs and expenses; (ii) depot fees, handling, and they hereby agreestorage costs and expenses; (iii) survey, that this shall depot audit, maintenance and repair expenses (including the actual or estimated cost of repairs to be a triple net Leasemade pursuant to those damage protection plans referenced in (z) below); (iv) repositioning expense; (v) the cost of inspecting, marking and remarking such Containers, (vi) third-party fees for bankruptcy recovery; (vii) audit fees related to the Lessor shall have no obligation to provide annual review by the Manager’s Independent Accountant of the Gross Revenue, Operating Expenses and management fees for the Containers (but excluding the accounting fees for the audit or accounting work referenced in Section 9.02 of the Management Agreement); (viii) expenses, liabilities, claims and costs (including without limitation reasonable attorneys’ fees) incurred in connection with enforcing rights under the Leases of such Containers or repossessing such Containers, including the amount of any servicescash reserves maintained by the Manager in connection with proceedings contesting Permitted Liens; (ix) insurance expense; (x) taxes, perform any acts or pay any expenseslevies, duties, charges, obligations assessments, fees, penalties, deductions or withholdings assessed, charged or imposed upon or against such Containers, including but not limited to ad valorem, gross receipts and other property taxes imposed against such Containers or against the revenues generated by such Containers including any interest or penalties or penalties thereon, but excluding for the avoidance of doubt any income or franchise or net profits or similar taxes or any interest or penalties or additions related thereto imposed on the Manager in respect of its services; (xi) expenses, liabilities, claims and costs (including without limitation reasonable attorneys’ fees) incurred by the Manager or made against the Manager by any third party arising directly or indirectly (whether wholly or in part) out of the state, condition, operation, use, storage, possession, repair, maintenance or transportation of such Containers; (xii) expenses and costs (including without limitation reasonable attorneys’ fees) of pursuing claims against manufacturers or sellers of such Containers on behalf of the Borrower; and (xiii) non-recoverable sales taxes and value-added taxes on such expenses and costs. Notwithstanding the foregoing, Operating Expenses shall in no event include (w) the Management Fee; (x) any kind whatsoever Borrower Expenses, (y) any general or administrative expenses of the Manager; or (z) any depreciation or amortization expense with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account Containers or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid generator sets in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlyBorrower Fleet.

Operating Expenses. It is the intention The Venture shall bear all other costs and expenses of the partiesVenture’s activities and operations, including without limitation, the following: (i) Taxes of the Venture, fees and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs expenses of any kind whatsoever with respect professional advisors to the PremisesVenture, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent premiums for insurance (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeincluding, without limitation, electricityerror and omissions, waterdirectors and officers and other forms of liability insurance (other than the cost of liability insurance for the Manager, waste disposalits Affiliates and any of their respective officers, sewagedirectors, operating materials partners, members, shareholders and suppliesemployees)) protecting the Venture, service agreements the Manager and charges, minor repairs, cleaning other Indemnified Persons and custodial, security, insurance, and all other direct operating litigation costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisesVenture; (ii) any amount for which Lessor is reimbursed through insuranceadministrative expenses related to the Venture, or by third personsincluding without limitation, fees and expenses of accountants, lawyers and other professionals incurred in connection with the Venture’s annual audit, financial reporting, legal opinions and preparation of Tax Returns; (iii) repair the Venture’s proportionate share of all fees, costs occasioned by fireand expenses incurred in evaluating, windstorm developing, negotiating, structuring, acquiring, holding, appraising, financing, selling or otherwise disposing of or otherwise dealing with the Subsidiary REIT and the Project (or the Venture’s interest therein) pursued for the Venture in accordance with the terms of this Agreement, whether or not the Venture actually invests therein (including, without limitation, any “dead deal” costs, travel, legal, accounting, due diligence, projections, valuations and other casualty, fees and out-of-pocket expenses related thereto); (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions all fees and other expenses incurred in connection with leasing any other area located on obtaining independent, third-party valuations of the premises Venture pursuant to any other party, Section 12.6; (v) indemnification expenses incurred pursuant to Section 7.2; and (vi) any expense representing an amount paid to an affiliate or subsidiary all other customary fees, costs and expenses of the Lessor which is Venture (collectively, “Operating Expenses”). The Manager may make one or more Capital Calls in excess of accordance with Article 3 in order to enable the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays Venture to pay any third persons directlyOperating Expenses.

Operating Expenses. It is the intention of the parties, and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation use commercially reasonable best efforts to provide any servicescontrol increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, perform any acts or pay any expenses, charges, obligations or costs (i) property management fees included in Operating Expenses shall not be charged in excess of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred five percent (1005%) of any and all Operating Expenses as hereafter defined Basic Rental for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areasBuilding, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount capital improvements to the Building shall be straight-line amortized over the useful life of the improvement, and (iii) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed through by any tenant or occupant of the Building, by insurance, or by third personsanyone else (other than reimbursement of Operating Expenses pursuant to triple net leases). (2) Any bad debt loss, rent loss, or reserves for bad debts or rent loss. (iii3) repair Costs associated with the operation of the business of the entity which constitutes Lessor (whether partnership, corporation, or other), including accounting, legal and general administrative expenses that are not costs occasioned of operating the Building. (4) Wages and benefits of any employee who does not devote substantially all of his or her time to the Building, unless such wages and benefits are prorated to reflect time spent on operating and managing the Building. (5) Late fees, fines and penalties, except to the extent caused by fireLessee. (6) Costs (including permit, windstorm license and inspection costs) incurred with respect to the installation of tenant improvements made for new tenants in the Building, or incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other casualty, occupants of the Building. (iv7) any construction, repair Expenses in connection with services or maintenance expenses or obligations other benefits that are not provided to Lessee, except as provided to all tenants or the sole responsibility Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant of the building without a separate charge. (8) Costs paid to Lessor or to affiliates of Lessor for services in the Building, including management fees, to the extent the same exceed or would exceed the costs for such services if provided by unaffiliated third parties on a competitive basis. (not to be reimbursed by the Lessee), (v9) leasing commissions Rentals and other related expenses incurred in the leasing of air conditioning systems, elevators or other equipment that would ordinarily be considered capital expenses if purchased, excluding equipment not affixed to the Building that is used in providing janitorial or similar services. (10) Costs arising from Lessor’s political or charitable contributions. (11) Costs for sculpture, paintings, or other art objects, other than costs related to ordinary maintenance and security. (12) Cost of ownership such as ground lease payments, principal, amortization payments and interest charges in connection with leasing any Lessor’s mortgage financing or other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlyborrowing.

Operating Expenses. It is Expenses, costs and liabilities incurred in connection with the intention operation of the parties, and they hereby agree, that this shall be a triple net Lease, Partnership and the Lessor shall have no obligation to provide any servicesInvestment and the performance by the General Partner, perform any acts or pay any expensesthe Partnership and their respective Affiliates of their respective obligations under this Agreement, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeincluding, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or capital improvementvaluation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Partnership (including due diligence in connection therewith), ground leases; principal whether or interest payments on any mortgage or deed of trust on the premises; not consummated, (ii) any amount for which Lessor is reimbursed through insurancecosts and liabilities incurred in connection with litigation or other extraordinary events, or by third personsdirectors and officers liability and other insurance expenses, (iii) repair costs occasioned all taxes, fees and other governmental charges payable by firethe Partnership, windstorm or other casualtyand all expenses incidental to the transfer, servicing and accounting for the Partnership’s cash and Securities, including all charges of depositories and custodians, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee)communications expenses, (v) leasing commissions all expenses and costs associated with meetings of the Partners, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Partnership and its Subsidiaries, (ix) expenses incurred in connection with leasing the maintenance of the Partnership’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Partnership (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other area located on routine administrative expenses of the premises to any other partyPartnership or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (vix) all expenses incurred in connection with any expense representing an amount paid to an affiliate or subsidiary indebtedness of the Lessor which is Partnership or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Partnership or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Partnership or any Parallel Investment Vehicle in excess respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the amount which would be paid in the absence of such relationship, Investment and (viixiii) all expenses and costs associated with the administration and enforcement of items the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and services for which the Lessee reimburses or pays any third persons directlyappointment of a receiver, if necessary) (“Operating Expenses”).

Operating Expenses. It is the intention of the parties, and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%a) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include mean all expenses and costs of every kind and nature that Landlord shall have paid or incurred or become obligated to Lessee pay or incur because of operating and maintaining or in connection with the Premises and related parking areasmanagement, maintenance, ownership, and shall includeoperation of the Property (the “Operating Expenses”), including, without limitation, electricitythe following. However, waterLandlord and Tenant intend that Tenant shall pay most costs in the operation and maintenance of the Premises directly, waste disposaland shall only pay amounts under 6(a)(v), sewage6(a)(iii) and 6(a)(vi) to Landlord, operating materials unless Landlord elects to exercise its self-help rights pursuant to Sections 7 and 9 in which event Sections 6(a)(i), 6(a)(ii), 6(a)(iv) and a management fee equal to three percent (3%) of the Monthly Base Rent may be included in Operating Expenses: (i) All supplies, materials, and rental equipment used in the operation and maintenance of the Premises. (ii) All maintenance and service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining for the Premises and related parking areasequipment therein. (iii) All insurance premiums and costs associated with risk management, unless expressly excluded including but not limited to, the premiums and costs of all insurance Landlord carries for the Premises, including but not limited to fire, casualty, liability, rental loss, environmental, flood, and earthquake insurance applicable to the Premises and Landlord’s personal Premises used in connection therewith (and all amounts paid as a result of loss sustained that would be covered by such policies but for “deductible” or self-insurance provisions). (iv) Repairs, replacement, and general maintenance, except for repairs and replacements paid for from the operating expenses. The Lessor shall be responsible proceeds of insurance or paid for maintenance of yard, repair of equipment due to normal wear and tear owned directly by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), . (v) leasing commissions All Real Property Taxes and assessments of any kind assessed against the Premises and/or the personal property or trade fixtures placed by Tenant in or about the Premises. The term “Real Property Taxes”, as used herein, means (a) all taxes, assessments, levies and other expenses incurred charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in connection ownership of the Premises) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with leasing respect to the value, occupancy or use of, all or any portion of the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed); any improvements, fixtures, equipment, personal property, trade fixtures or other area improvements located on or within the premises Premises; (b) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Premises; and (c) all costs and fees (including attorneys’ fees) incurred by Landlord in contesting any Real Property Taxes and in negotiating with public authorities as to any other partyReal Property Taxes. If taxes and assessments against ▇▇▇▇▇▇’s personal property or trade fixtures are assessed directly to Tenant, (vi) any expense representing an amount paid to an affiliate or subsidiary then Tenant shall pay such taxes when due and such taxes and assessments shall not be part of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlyReal Property Taxes.

Operating Expenses. It is the intention The General Partner shall not bear or otherwise be charged with any costs or expenses of the partiesPartnership’s activities and operations, all of which shall be borne by or otherwise charged to the Partnership, including all activities and operations prior to the date of this Agreement, and they hereby agreeincluding, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent without limitation: (100%i) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee and expenses incurred in acquiring, managing, disposing of operating and maintaining or otherwise dealing with the Premises and related parking areasClass C Units or otherwise incurred in connection with the Internal Restructure, and shall includeincluding, without limitation, electricityany investment banking, watertravel, waste disposal, sewage, operating materials legal and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insuranceaccounting expenses, and all other direct operating any fees and out-of-pocket costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair all costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing the drafting, negotiation and execution of this Agreement or the Contribution Agreements, or the offering contemplated hereby or thereby; (iii) all costs and expenses, if any, incurred in monitoring the Partnership’s investment in the Class C Units, including, without limitation, any travel, legal and accounting expenses and other area located on fees and out-of-pocket costs related thereto; (v) taxes of the premises Partnership; (iv) costs related to any other party, litigation and threatened litigation involving the Partnership; (vi) any expense representing an amount paid expenses associated with third party accountants, attorneys and tax advisors with respect to an affiliate or subsidiary the Partnership and its activities, including the preparation and auditing of the Lessor which is in excess of the amount which would be paid in the absence of such relationshipfinancial reports and statements and other similar matters, and costs associated with the distribution of financial and other reports to the Partners and costs associated with Partnership meetings; (vii) brokerage commissions and other investment costs incurred by or on behalf of items the Partnership and services paid to third parties; (viii) all costs and expenses associated with obtaining and maintaining insurance for which the Lessee reimburses Partnership and its assets and director and officer liability insurance to protect the General Partner and its respective officers and employees; (ix) fees incurred in connection with the maintenance of bank or pays custodian accounts; (x) all expenses incurred in connection with the registration (or exemption from registration) of the Partnership’s securities under applicable securities laws or regulations; and (xi) all expenses of the Partnership that are not normally recurring operating expenses (all such expenses, collectively, the “Operating Expenses”). To the extent that any third persons directlyOperating Expenses are paid by the General Partner, such Operating Expenses shall be reimbursed by the Partnership.

Operating Expenses. It is (a) Tenant shall pay to Owner, as Additional Rent, Tenant's Proportionate Share of all Common Area Charges (defined below) which may be incurred by Owner or Owner's agents during the intention Term of the partiesLease. (b) For the purposes hereof, "Common Area Charges" shall mean all costs and they hereby agreeexpenses which are incurred by Owner or Owner's agents in connection with the use, operation, repair or maintenance of the Building and/or the Property, including but not limited to, the following: (i) premiums and other charges for insurance which Owner maintains, including without limitation, general comprehensive liability insurance covering bodily injury, personal injury (including death), property damage, public liability, or plate glass; (ii) costs and expenses of performing repairs in or to the Building and/or the Property, including without limitation, the sidewalks and curbs adjacent thereto, the sprinkler, lighting, plumbing, alarm, heating, air-conditioning, sanitary and storm sewer lines or other systems servicing the Building or the Property; (iii) costs and expenses of performing repairs or resurfacing of the parking lots and any adjacent facilities; (iv) costs and expenses of landscaping and maintaining the grounds of the Building and/or the Property; (v) costs and expenses of snow and ice removal; (vi) costs and expense of rubbish, garbage and other refuse removal; (vii) fees and disbursements payable to any person to furnish repair or other services regarding the Building and/or the Property, except that, in the case of any such person who is affiliated with Owner, such fees shall not exceed that which is customary or reasonable in the industry for similar buildings in the area; (viii) costs and expenses of utilities, such as electricity, oil, gas, water and sewer, water and other meter charges; (ix) costs and expenses of providing and maintaining security, if any; (x) cost and expense of providing and performing cleaning and related services; (xi) cost and expense of all supplies; (xii) cost and expenses of all sales, utility and use taxes and other taxes of like import now in effect or hereinafter imposed; and (xiii) cost and expense of all maintenance and service contracts for the Building and/or Property; provided, however, that this the following items shall be a triple net Leaseexcluded from Common Area Charges: (i) leasing commissions; (ii) cost of repairs or replacements incurred by reason of fire or other casualty (to the extent the same is or would have been covered by insurance required to be maintained by Owner herein), or caused by the exercise of the right of eminent domain (to the extent same is covered by any condemnation award) less any cost incurred by Owner in obtaining such insurance proceeds or condemnation award; (iii) costs incurred in performing work or furnishing services to or for individual tenants (including Tenant) at such tenant's expense; (iv) debt service on any mortgages now or hereafter encumbering the Building and/or Property; (v) interest or penalties due to Owner's violation of law; (vi) advertising and promotional expenses; (vii) depreciation; (viii) leasehold improvements made for other tenants; (ix) Taxes; (x) costs and expenses which are the Lessor responsibility of other tenants of the Building; and (xi) costs and expenses of refurbishing the common areas and modernizing and replacing equipment servicing the common areas. (c) Any amount payable to Owner under the provisions of this Section shall be paid within ten (10) days after Owner shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇delivered a ▇▇▇▇ hereby agrees and statement to Tenant showing in reasonable detail the computation of the amounts due Owner hereunder. In addition, Owner shall have the right to reasonably estimate the amount payable by Tenant under the provisions of this Section for each calendar year, and Tenant shall pay one hundred percent one-twelfth (100%1/12) of any and all Operating Expenses such amount each month at the time each installment of Fixed Rent is due. As soon as hereafter defined practicable after each calendar year, Owner shall furnish Tenant with a statement prepared showing the actual amount payable by Tenant under the provisions of this Section for such calendar year. If Tenant's Proportionate Share of such amount exceeds the amount paid by Tenant on account thereof, Tenant shall pay Owner, as Additional Rent, an amount equal to such excess in a lump sum within ten (10) days after delivery by Owner to Tenant of the statement provided herein. If Tenant's Proportionate Share of such amount is less than the amount paid by Tenant on account thereof, such excess shall be applied as a credit against Additional Rent due from Tenant under this Section for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlynext calendar year.

Operating Expenses. It is Expenses, costs and liabilities incurred in connection with the intention operation of the parties, and they hereby agree, that this shall be a triple net Lease, Company and the Lessor shall have no obligation to provide any servicesSecurities and the performance by the Managing Member, perform any acts or pay any expensesthe Company and their respective Affiliates of their respective obligations under this Agreement, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeincluding, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or capital improvementvaluation of the Securities and Temporary Investments or the Securities and Temporary Investments considered for the Company (including due diligence in connection therewith), ground leases; principal whether or interest payments on any mortgage or deed of trust on the premises; not consummated, (ii) any amount for which Lessor is reimbursed through insurancecosts and liabilities incurred in connection with litigation or other extraordinary events, or by third personsdirectors and officers liability and other insurance expenses, (iii) repair costs occasioned all taxes, fees and other governmental charges payable by firethe Company, windstorm or other casualtyand all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee)communications expenses, (v) leasing commissions all expenses and costs associated with meetings of the Members, (vi) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Securities and Temporary Investments, (vii) expenses of liquidating the Company and its Subsidiaries, (viii) expenses incurred in connection with leasing the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other area located on routine administrative expenses of the premises to any other partyCompany or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (viix) all expenses incurred in connection with any expense representing an amount paid to an affiliate or subsidiary indebtedness of the Lessor which is Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Securities (or any underlying asset)), (x) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company in excess respect of the amount which would be paid in the absence of such relationshipits operation and affairs, and (viixi) all expenses and costs associated with the acquisition of items and services for which the Lessee reimburses or pays any third persons directlySecurities (“Operating Expenses”).

Operating Expenses. It is the intention The costs and expenses of the parties, and they hereby agree, that this operation of the Partnership shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term paid out of the Lease assets of the Partnership. Such costs and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and expenses shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and : (a) all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing the purchase, operation, monitoring, holding, restructuring, sale or proposed sale of any Portfolio Investments (including introducer, valuation, sales agent, broker, consultancy, legal and accounting fees) unless paid for by or out of the Portfolio Investment; (b) the Broken Deal Expenses; (c) costs and fees relating to the preparation of financial and tax reports, portfolio valuations and tax returns in relation to Portfolio Investments; (d) interest on, and fees and expenses arising out of, all permitted borrowings; (e) the costs of any litigation, liability insurance and indemnification or extraordinary expense or liability; (f) costs incurred in relation to transactions which are not consummated, including consultancy, legal and accounting fees, to the extent not reimbursed by an entity in which the Partnership has invested or proposes to invest or other area located on third parties; (g) the premises Management Fee payable to the General Partner and any other partyfees and out-of-pocket expenses incurred by the General Partner in performing its duties in relation to the Partnership, including reasonable travel and accommodation expenses; (vih) any expense representing an amount paid to an affiliate or subsidiary out-of-pocket expenses incurred by any member of the Lessor which is Advisory Committee or the Investment Committee in excess performing his or her duties, including reasonable travel and accommodation expenses; (i) communication expenses with respect to investor services including preparing, printing and distributing notices, financial statements and other reports and all expenses of meetings of Limited Partners; (j) fees and expenses of any service provider appointed by the General Partner in connection with the affairs of the amount which would be paid Partnership, including any investment advisers, administrators, custodians, consultants, brokers, appraisers, lawyers, attorneys, accountants, auditors and valuers; (k) any expenses incurred in complying with any legislation or regulation applicable to the absence Partnership including any AEOI Legislation; (l) all expenses of such relationshipthe termination or the winding up of the Partnership; and (m) any taxes, registration fees or other governmental charges levied against the Partnership and (vii) costs all expenses incurred in connection with any tax audit, investigation, settlement or review of items and services for which the Lessee reimburses or pays any third persons directlyPartnership.

Operating Expenses. It is the intention The annual operational expenses of the partiesFund (“Operating Expenses”) will be borne by the Fund on actuals and shall not exceed [0.25% (zero point two five percent) per annum] of the aggregate Capital Commitments of the Fund (including any extraordinary and non- recurring expenses)., provided that the cap described above shall not apply to Operating Expenses that are (i) indemnification obligations; (ii) litigation expenses; or (iii) taxes The Operating Expenses shall, inter alia, consist of the following, to the extent incurred in relation to the Fund: (a) Expenses incurred in the operation of the Fund including any fees, costs, expenses and they hereby agreeother liabilities relating to the review, acquisition, holding, monitoring, restructuring or disposition of Investments (including brokerage commissions, interest expense, consultant expenses and expenses in connection with proposed transactions, including transactions that this shall fail to close), investment- related travel expenses, legal expenses; (b) Statutory, legal, accounting, audit, custodial, consulting, merchant banking, any other third-party fees and operating expenses related to the Fund and other professional fees; (c) Expense incurred by the Fund for collection of Capital Commitments; (d) Third party expenses including due diligence expenses that are attributable to consummated transactions that are not borne by the Portfolio Entity or attributable to transactions not consummated; (e) Banking, registration, qualification, finders, depositary and similar fees or commissions; (f) Transfer, capital and other taxes, duties and costs incurred in acquiring, holding, selling or otherwise disposing of the Fund’s assets and other statutory expenses; (g) Trusteeship Fees; (h) Interest on borrowings expressly permitted under the Fund Documents; (i) Valuation costs (if any); (j) Costs of financial statements and other reports (including reports to Contributors); (k) Expenses in connection with meetings of the Contributors (travel, accommodation and out-of-pocket expenses of Contributors will be a triple net Leaseborne by themselves) or expenses in connection with communication with Contributors; (l) Reasonable premiums for insurance for protecting the members of the Advisory Committee, directors, partners, officers, shareholders, employees and agents of the Trustee and Investment Manager of the Fund; and (m) Proportionate liquidation expenses of the Trust and the Lessor shall have no obligation to provide any servicesFund; (n) All other costs, perform any acts or pay any expenses, charges, obligations levies, duties, administrative, statutory, revenue levies and other incidental costs, fees, expenses not specifically covered above arising out of or costs in the course of any kind whatsoever with respect managing or operating the Fund, other than Manager Own Expenses, providing such expenses are reasonable. All such Operating Expenses incurred by the Investment Manager shall be reimbursable by the Fund to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forthInvestment Manager. The term No one-time Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed borne by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlyFund.

Operating Expenses. It is Notwithstanding anything to the intention contrary set forth in Paragraph 6.1 of the parties, Lease: (a) Landlord agrees that any services provided to the Building by Landlord (or any affiliate of Landlord) and they hereby agree, that this included within the Operating Expenses shall be provided at a triple net Leasecost which is both commercially reasonable and comparable with that which could be obtained from an independent contractor or supplier of such services. (b) Real estate taxes shall not include the federal, and state or local income taxes owed by the Lessor shall have no obligation parties constituting Landlord. (c) If Landlord elects, in Landlord's sole discretion, to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇a real estate tax ▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term Building prior to the due date, then Landlord shall pass along any discounts received from such early payment within the calculation of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses. (d) Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall not include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include : (i) any expense chargeable capital expenditures to prepare space for occupancy by a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisesnew tenant; (ii) any amount for which Lessor is reimbursed through insurance, or repairs occasioned by third persons, insured casualties to the extent of the insurance proceeds received by Landlord; (iii) repair leasing commissions, advertising costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in leasing or procuring new tenants or attorneys’ fees which are incurred in connection with leasing any other area located on negotiations or disputes with tenants or prospective tenants; (iv) costs of decorating or redecorating a tenant’s space; (v) costs of relocating a tenant to a new space; (iv) repairs or rebuilding necessitated by a condemnation to the premises to any other party, extent of the proceeds received by Landlord; (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is debt service payments; (vii) amounts in excess of the amount which would be paid fair market rates with respect to any service provided by an affiliate of Landlord; (viii) management fees in the absence excess of such relationship, and One Dollar (vii$1.00) per square foot; (ix) costs incurred due to violations by Landlord of any of the terms and conditions of any lease; (x) any particular items and services for which Tenant or any other tenant otherwise reimburses Landlord by direct payment over and above Base Rental; and (xi) any fines or penalties incurred due to violations by Landlord of applicable legal requirements relating to the Lessee reimburses Building or pays the Project and any third persons directlyexpenses resulting directly from the gross negligence or intentional misconduct of Landlord; (xii) costs of abating or otherwise remediating any hazardous materials, present in or under the Building as of the date hereof, or correcting violations of existing legal requirements existing as of the date hereof; (viii) cost of art work in Building Common Areas; (xiv) any wages, salaries or other benefits paid to any employee not employed for or on behalf of the Building or the Project; and (xv) salaries and benefits of officers of Landlord.

Operating Expenses. It is 6.11.1. All expenses incurred by the intention of the parties, and they hereby agree, that this Company shall be a triple net Lease, and borne by the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, Company and shall be fully payable by the Class A Member and not the Class B Member or the Class C Members. These expenses include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall but are not include limited to: (i) any expense chargeable to a capital account or capital improvementthe Company's normal operating expenses, ground leases; principal or interest payments on any mortgage or deed including compensation and fringe benefits, services and other overhead charges of trust on the premisesits employees; (ii) any amount expenses for which Lessor is reimbursed through insurancebusiness development, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions travel and other entertainment expenses incurred in connection with leasing the Company's business and investments; (iii) postage, telephone, facsimile, Internet access charges, office supplies, equipment rental and other administrative and office expenses; (iv) all expenses incurred in the organization of the Company and the offering of membership interests in the Company; (v) all expenses of legal, accounting, auditing, investment banking, investment research, consulting, advisory, appraisal and other professional services to the Company in connection with the administration and operation of the Company, including unreimbursed expenses involved in any other area located on transaction in which the premises to any other party, Company is involved; (vi) any expense representing an amount paid to an affiliate or subsidiary of all custody, transfer, registration and similar expenses incurred by the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and Company; (vii) all premiums for any key man life insurance policies payable to the Company or for any insurance covering any person entitled to indemnity under this Agreement; (viii) all expenses (including indemnification costs, compensation and expense reimbursement) associated with valuations performed pursuant to Section 11.1; (ix) all expenses incurred in the preparation and distribution of reports and information about the Company to the Members and in connection with any other communications with the Members, and in holding meetings of the Members and the Management Committee; (x) all brokerage and finders' fees and commissions and discounts incurred in connection with the purchase or sale of Portfolio Investments; (xi) taxes and other governmental charges, if any, filing fees, and the costs of items preparing and services for which filing tax returns and other reports; (xii) expenses incurred in connection with any litigation involving the Lessee reimburses Company (including investigation and preparation costs) and the amount of any judgment or pays any third persons directlysettlement paid in connection therewith; and (xiii) interest on borrowed money, if any.

Operating Expenses. It is Subject to the intention limitations set forth in Section 9.02, the NL Entities shall pay directly, or reimburse the Manager as the case may be, for all of the parties, costs and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term expenses of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areasNL Entities’ operations, and shall includeincluding, without limitation, electricity, water, waste disposal, sewage, operating materials the following costs and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include : (i) any expense chargeable all Organization and Offering Expenses advanced or otherwise paid by the Manager, up to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed maximum aggregate amount of trust on 1.0% of the premisesgross proceeds from the sale of Shares in the Offering; (ii) any amount for which Lessor is reimbursed through insurance, all Acquisition Expenses advanced or otherwise paid by third persons, the Manager; (iii) repair all costs occasioned of personnel employed by firethe Manager or its Affiliates directly involved in the business of the NL Entities, windstorm or other casualtyincluding, without limitation, the allocable portion of all salaries and wages, benefits and overhead of such employees; (iv) any constructionall costs of borrowed money, repair or maintenance expenses or obligations that are taxes and assessments on the sole responsibility of Property and other taxes applicable to the Lessor (not to be reimbursed by the Lessee), NL Entities; (v) leasing commissions legal, accounting, audit, brokerage, and other fees; (vi) fees and expenses paid to independent contractors, mortgage bankers, real estate brokers, and other agents; (vii) costs of leasing, acquiring, owning, constructing, improving, operating, and disposing of the Property; (viii) expenses incurred in connection with the construction, alteration, maintenance, repair, remodeling, refurbishment, leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary and operation of the Lessor Property; (ix) all expenses incurred in connection with the maintenance of the NL Entities’ books and records, the preparation and dissemination of reports, tax returns or other information to the stockholders of the Company and the making of Distributions to the stockholders of the Company; (x) expenses incurred in preparing and filing reports or other information with appropriate regulatory agencies, including, without limitation, the SEC; (xi) expenses of insurance as required in connection with the business of the NL Entities, other than any insurance insuring the Manager against losses for which it is not entitled to be indemnified under Article 15; (xii) costs incurred in connection with any litigation in which the NL Entities may become involved, or any examination, investigation, or other proceedings conducted by any regulatory agency, including legal and accounting fees; (xiii) the actual costs of goods and materials used by or for the NL Entities; (xiv) the costs of services that could be performed directly for the NL Entities by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and duplicating services but which are in fact performed by the Manager or its Affiliates, but not in excess of the amount amounts which the NL Entities would otherwise be paid required to pay to independent parties for comparable services in the absence same geographic locale; (xv) expenses of such relationshiprevising, amending, modifying, or terminating this Agreement; (xvi) all other costs and expenses incurred in connection with the NL Entities’ business, including travel to and from the Property; and (viixvii) all other costs and expenses incurred in connection with the business of items and services for which the Lessee reimburses or pays any third persons directlyNL Entities exclusive of those set forth in Section 9.02.

Operating Expenses. It The Limited Partnership is liable for, and will reimburse the intention General Partner to the extent the General Partner is not reimbursed by a Portfolio Company or other third party in respect of, any out-of-pocket investment-related expenses, broken deal expenses and expenses related to the organization and operation of the partiesLimited Partnership (collectively, the “Operating Expenses”), including: (a) legal, audit and they hereby agree, that this shall be a triple net Lease, valuation costs and fees of other specialized consultants or professional service providers of the Lessor shall have no obligation to provide any services, perform any acts or pay any Limited Partnership; (b) accounting expenses, charges, obligations or ; (c) Limited Partner reporting costs of any kind whatsoever with respect and regulatory filing fees; (d) expenses relating to the Premisesmaking, holding and ▇▇▇▇▇▇ hereby agrees divestiture of investments or proposed investments, whether or not consummated; (e) fees and expenses relating to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance compliance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areassecurities laws, and shall includeincluding newswire, without limitationmailing, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions printing and other expenses incurred in connection with leasing the Limited Partnership’s continuous disclosure obligations; (f) fees and expenses relating to the listing of the Units and compliance with applicable listing requirements; (g) the Management Fee; (h) the expenses of the board of directors of T1 General Partner Corp., to the extent incurred; (i) the fees and expenses of the Custodian, the Transfer Agent and CDS; (j) expenses relating to the administration of any distribution reinvestment plan; (k) expenses relating to meetings of the Limited Partners; (l) all litigation-related and indemnification-related costs and expenses; (m) storage costs and lease and rent expenses; (n) expenses relating to communications with agents of record in respect of market services; (o) the fees payable to the independent directors of TI General Partner Corp., and any cost of providing directors and officers liability insurance coverage for the directors and officers; (p) any expenditure which may be incurred in connection with the dissolution of the Limited Partnership; and (q) any Taxes (other area located on the premises than income taxes) relating to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlyforegoing expenses.

Operating Expenses. It is “Operating Expenses” shall mean, collectively, the intention Premises Operating Expenses, Building Operating Expenses and Project Operating Expenses. In addition, the Operating Expenses shall include a property management fee equal to three percent (3%) of the partiesBase Rent then payable under this Lease. Notwithstanding anything to the contrary contained in this Lease, Operating Expenses shall not include, and they hereby agree, that this shall be a triple net Lease, and the Lessor Tenant shall have no obligation to provide any servicespay for, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include following: (i) the costs of repair, replacement, or restoration work occasioned by any expense chargeable casualty pursuant to a capital account Section 12 below or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisescondemnation pursuant to Section 13 below; (ii) any amount leasing commissions, advertising expenses, promotional expenses, attorneys’ fees, disbursements, and other costs and expenses incurred in procuring prospective tenants, negotiating and executing leases, and constructing improvements required to prepare for which Lessor is reimbursed through insurance, or by third persons, a new tenant’s occupancy; (iii) repair costs occasioned finance and debt service fees, principal and/or interest on debt or amortization payments on any mortgages executed by fireLandlord covering Landlord’s property, windstorm any other indebtedness of Landlord, and rental under any ground lease or other casualty, leases for the Building or the Project; (iv) any constructiondepreciation allowance or expense, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor amortization (not to be reimbursed by the Lesseeexcept as expressly provided for in this Section 6), expense reserve and other non-cash items; (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other partyexcept for management fees, Landlord’s general overhead; (vi) any expense costs or expenses representing an any amount paid for services and materials to an affiliate a (personal or subsidiary of business) related person, firm, or entity to the Lessor which is in excess of extent such amount exceeds the amount which that would be have been paid for such service or materials at the then existing market rates in the absence of such relationship, and ; (vii) costs of electrical energy furnished and metered directly to tenants of the Building or for which Landlord is entitled to be reimbursed by tenants as additional rental over and above that tenant’s Base Rent or pass-through of Operating Expenses; (viii) the cost of any work or service furnished to any tenant or occupant of the Building at such tenant’s cost; (ix) the costs and expenses incurred in resolving disputes with other tenants, other occupants, or prospective tenants or occupants of the Building or the Project, collecting rents or otherwise enforcing leases of the tenants of the Building or the Project; (x) increases in insurance costs caused by the activities of another tenant of the Building or the Project; (xi) the costs for items and services for which the Lessee any tenant reimburses Landlord or pays third persons, to the extent of such reimbursement or payment; (xii) costs incurred in connection with the presence of any third persons directlyHazardous Materials (as defined in Section 8.6.1 below), except to the extent caused by the release or emission of the Hazardous Materials in question by Tenant; (xiii) the costs and expenses attributable to the construction of the Building or Project, including correcting defects in the construction of the Building or Project or in the Building or Common Area equipment; (xiv) the costs (excluding increased Real Property Taxes and other operating expenses related thereto) for any additions or improvements to the Building or the Project after the original construction; (xv) the costs of repairs or maintenance which are reimbursed by warranties or service contracts in existence on the Commencement Date and to the extent such maintenance and repairs are or would have been made at no cost to Landlord; (xvi) the costs and expenses incurred in leasing equipment or systems that would ordinarily constitute a capital expenditure if such equipment or systems were purchased; (xvii) the costs of repairs, alterations, and general maintenance necessitated by the sole active negligence or willful misconduct of Landlord or Landlord Parties, or repairs, alterations, and general maintenance necessitated by the negligence or willful misconduct of any other tenant (excluding Tenant) or occupant of the Building or Project or any of their respective agents, employees, contractors, invitees, or licensees; (xviii) interest or penalties due to the late payment of taxes, utility bills or other such costs not caused by Tenant’s failure to make payments due hereunder; (xix) any cost for overtime or other expenses to Landlord in curing defaults; and (xx) the costs, including fines, penalties, and legal fees, incurred due to violations by Landlord, its employees, agents, or contractors or assigns, or any other tenant (excluding Tenant) or occupant of the Building or Project of building codes, any governmental rule or requirement or the terms and conditions of any lease pertaining to the Building or any other contract.

Operating Expenses. It is the intention The Venture shall bear all other costs and expenses of the partiesVenture’s activities and operations, including without limitation the following: (i) Taxes of the Venture, fees and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs expenses of any kind whatsoever with respect professional advisors to the PremisesVenture, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent premiums for insurance (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeincluding, without limitation, electricityerror and omissions, waterdirectors and officers and other forms of liability insurance (other than the cost of liability insurance for the Manager, waste disposalits Affiliates and any of their respective officers, sewagedirectors, operating materials partners, members, shareholders and suppliesemployees)) protecting the Venture, service agreements the Manager and charges, minor repairs, cleaning other Indemnified Persons and custodial, security, insurance, and all other direct operating litigation costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisesVenture; (ii) any amount for which Lessor is reimbursed through insuranceadministrative expenses related to the Venture, or by third personsincluding without limitation, (iii) repair costs occasioned by firefees and expenses of accountants, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions lawyers and other expenses professionals incurred in connection with leasing any the Venture’s annual audit, financial reporting, legal opinions and preparation of Tax Returns; (iii) the Venture’s proportionate share of all fees, costs and expenses incurred in holding, appraising, financing, selling or otherwise disposing of or otherwise dealing with the Subsidiary REIT and the Projects (or the Venture’s interest therein); (iv) indemnification expenses incurred pursuant to Section 7.2; and (v) all other area located on the premises to any other partycustomary fees, (vi) any expense representing an amount paid to an affiliate or subsidiary costs and expenses of the Lessor which is Venture (collectively, “Operating Expenses”). The Manager may make one or more Capital Calls in excess of accordance with Article 3 in order to enable the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays Venture to pay any third persons directlyOperating Expenses.

Operating Expenses. It is Tenant shall pay to Landlord an amount equal to all Operating Expenses. As used in this Lease, the intention term “Operating Expenses” shall mean all reasonable and customary costs and expenses paid or incurred by Landlord in connection with the operation, management, repair or maintenance of the partiesPremises (which costs shall be accounted for under generally accepted accounting principles on an accrual basis consistently applied), excluding, however, all costs paid directly by Tenant pursuant to the provisions of this Lease or otherwise and excluding the items described in Section 8.01(b), which items shall not be included in Operating Expenses for purposes of this Lease. By way of illustration but not limitation, Operating Expenses shall include, subject to the specific exclusions described in Section 8.01(b), all (a) costs for heating, cooling, ventilation, fuel and utilities; (b) costs and expenses for maintenance, repairs (unless the cost of repair would exceed the cost of a replacement that would be a Capital Expenditure), testing and operation of building systems and components or the roof membrane and the cost of replacement of worn-out equipment, facilities, and they hereby agreeinstallation, that this shall be a triple net Leasebut not the replacement of any of the structural components of the Base Building Work, including, without limitation, the structural components of the roof, load bearing walls, footings and foundations, the subflooring or the exterior skin; (c) costs and expenses for security, landscaping, refuse disposal, recycling disposal, janitorial services, labor, supplies, materials, equipment, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect tools related to the Premises, including any sales, use, or excise taxes thereon; (d) the management fee payable to the Manager pursuant to the Management Agreement; (e) the wages, salaries, bonuses, employee benefits and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent payroll burden of all Landlord’s (100%or the Manager’s) of any and all Operating Expenses as hereafter defined for on-site employees engaged in the entire term operation, maintenance, management, or security of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areasLandlord Property, including employers’ payroll, social security, workers’ compensation, unemployment, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due similar taxes with respect to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisessuch employees; (iif) any amount snow and ice removal and landscaping maintenance and replacement; (g) the reasonable charges of attorneys and consultants engaged with the approval of Tenant for which Lessor is reimbursed through insurance, or by third persons, (iii) repair services rendered in support of activities whose costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationshipthemselves Operating Expenses, and (viih) all other reasonable and customary costs and expenses that under generally accepted accounting principles and practices of items comparable office buildings in Gaithersburg and Rockville, Maryland, would be included in Operating Expenses. Landlord’s obligations to provide services are set forth elsewhere in this Lease. The above itemization of Operating Expenses is for which the Lessee reimburses illustrative purposes only and shall not be deemed to increase or pays any third persons directlydecrease or otherwise modify Landlord’s obligations to provide services under this Lease.

Operating Expenses. It is The term “Operating Expense” as used herein specifically excludes the intention following items, in addition to those items excluded in paragraph 2.4 of the parties, and they hereby agree, that this shall Lease: (a) expenditures deemed by accepted accounting principles to be of a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs capital nature (except for capital improvements made which will result in savings of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses or are made in order to comply with law not in existence on the Effective Date, or which are included in Operating Expenses pursuant to Paragraph 2.4, the cost of which will be amortized as hereafter defined for an Operating Expense on a straight-line basis over the entire term useful life of the Lease and any thereof improvement, in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs generally accepted accounting principles); (b) non-cash items, such as deductions for depreciation, or obsolescence of the Building and the Building equipment; (c) the cost of repairs or replacements incurred by reason of fire or casualty, or eminent domain to Lessee the extent Landlord is compensated by insurance proceeds or condemnation awards; (d) items peculiar to one tenant for which Landlord has been reimbursed by that tenant; (e) executives’ salaries above the grade of operating regional Building manager and maintaining the Premises and related parking areasregional Building engineer, and shall includetheir bonuses and other direct compensation and fringe benefits; (f) Landlord’s contribution or any funds or money given to tenants (including Tenant) of the Building on account of work to ready a leased space for occupancy, without limitationor work done for other tenants in the Building connection with the leasing of space in the Building; (g) franchise, electricitygross receipts, waterunincorporated business, waste disposalinheritance, sewageforeign ownership or control or income tax imposed upon Landlord; (h) attorneys’ fees, operating materials and suppliesappraisals, service agreements and charges, minor repairs, cleaning and custodial, security, insuranceaccounting fees, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses charges incurred in connection with leasing any other area located on the premises to any other partysale, (vi) any expense representing an amount paid to an affiliate financing or subsidiary refinancing of the Lessor which is in excess Building; (i) the cost of the amount which would be paid in the absence of such relationship, any work or service provided for another tenant at that tenant’s sole cost and expense; (viij) costs reimbursed by landlord’s insurance; (k) costs of items employees for time devoted to properties other than the Land and services the Building and parking structure; (l) attorneys’ fees and disbursements and other costs in connection with any judgment, settlement or arbitration resulting from a tort liability arising out of the negligence of Landlord and the amount of such settlement or judgment; (m) costs incurred in connection with the removal, enclosure or encapsulation of any asbestos or other hazardous materials existing in the Building on the Effective date, provided Tenant or its agents did not introduce such asbestos or hazardous materials into the Building, except for which costs incurred for monitoring on an on-going basis the Lessee reimburses presence of asbestos in the Building as part of a customary air monitoring program; (n) any costs incurred in buying out or pays relocating existing tenancies; (o) any third persons directlycosts incurred in respect of or for the benefit of any other property; (p) fines or penalties payable by Landlord resulting from Landlord negligently failing to comply with laws; and (q) the cost of electricity furnished to the Premises or any other space in the Building where tenants pay for, or reimburse Landlord for, the cost of electricity used.

Operating Expenses. It is the intention of the parties, and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include be borne by the Partnership. The Partnership shall pay Operating Expenses directly or shall reimburse the General Partner for the payment thereof as the case may be. Operating Expenses shall be paid either from Current Income, from Capital Transaction Proceeds, from Capital Contributions made by the Partners or from Partnership borrowings. The General Partner may cause the Partnership to borrow funds on a short-term basis to pay Operating Expenses if the Partnership does not have available funds, in which case the borrowings shall be repaid from Current Income, Capital Transaction Proceeds or Capital Contributions, as provided above. Operating Expenses shall include: all costs to Lessee of operating and maintaining the Premises and related parking areasexpenses incurred in holding, monitoring, and shall includedisposing of Investments and operating the Fund, without limitationincluding any travel, electricitylegal, watertax and accounting expenses; brokerage, waste disposalbanking, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, securityadministration and brokerage fees, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses; all fees, costs and expenses incurred in connection with leasing the formation, organization and establishment of any intermediate investment vehicles; costs of preparing financial statements and reports to the Limited Partners, tax returns and Schedule K-1s; fees, costs and expenses of legal counsel, tax advisors, auditors, accountants, administrators, custodians, consultants and other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate outside advisors or subsidiary service providers; expenses of the Lessor which is in excess Investment Committee; costs and expenses related to the Fund’s compliance with applicable laws, rules and regulations; expenses of meetings of the amount which would Partners; insurance, taxes and other costs of any audit, investigation and administrative or other proceedings; litigation and threatened litigation relating to the business or activities of the Fund; insurance costs; indemnification obligations; liquidation expenses of the Fund; interest expenses and other expenses for borrowed money; expenses of the Advisory Committee; government charges that may be assessed against the Fund; any extraordinary expense of the Fund; and all other expenses properly chargeable to the activities of the Fund. Fees paid may include source fees for Investments identified by wholly owned asset acquisition subsidiaries to the extent permitted by law. If any Operating Expenses incurred are for the account or for the benefit of the Fund and one or more Other TKF Participants (as defined below), the General Partner will allocate such expenses among the Fund and each such Other TKF Participant in such manner as the General Partner considers fair and reasonable (generally anticipated to be in proportion to the size of the investment made by such Other TKF Participants in the absence Investment or activity to which the expense relates). The Fund may invest with or alongside other funds, investors or groups, including Limited Partners (or their affiliates) or parties affiliated or associated with the General Partner and/or the Manager, at the sole discretion of such relationshipthe General Partner (collectively, the “Other TKF Participants”). All costs and expenses referred to in this Section 5.5(a) are collectively referred to as “Operating Expenses.” All Operating Expenses are Partnership costs and reimbursable to the General Partner or the Manager, as the case may be, and (vii) costs shall be due and payable promptly following receipt of items and services for which invoices therefor. For the Lessee reimburses or pays any third persons directlyavoidance of doubt, Operating Expenses shall not include Manager Expenses.

Operating Expenses. It is If Operating Expenses, as hereinafter defined, in any calendar year commencing with the intention calendar year specified in item 7.01(a) of Exhibit B, are more than the corresponding Operating Expenses during the Base Year (hereinafter, the “Base Year”) specified in item 7.01(b) of Exhibit B (the “Base Year Operating Expenses”), then Lessee shall pay to Lessor, as Additional Rent, Lessee’s Percentage Share, as defined below, of said Operating Expenses which exceed the Base Year Operating Expenses (“Excess Operating Expenses”), plus 5% of the partiesExcess Operating Expenses as Lessor’s supervisory fee. For purposes of this Section 7.01, Operating Expenses shall mean and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of include any and all Operating Expenses as hereafter defined actual operating expenses paid or incurred by the Lessor for the entire term operation, maintenance and servicing of the Lease Complex, including, but not limited to, the following: (i) The actual wages, salaries and benefits (including but not limited to vacation pay and union payments or benefits, if any) of all Complex employees engaged in the operation, repair and maintenance of the Complex, including employers’ social security taxes and any thereof other taxes which may be levied on such wages and salaries; (ii) All supplies and materials used in accordance with specific provisions hereinafter set forth. the operation and maintenance of the Complex, including but not limited to janitorial and Complex supplies; (iii) The term Operating Expenses shall include costs of all outside contractors providing services to the Complex, including, but not limited to, the following: security, pest control, plumbing, electrical, structural repair, elevator maintenance, rubbish removal, cleaning, snow removal, landscaping and signage and all costs of leasing equipment, machinery and vehicles for use in or about or for the benefit of the Complex; (iv) Premiums paid on insurance for public liability, workers’ compensation, fire and extended coverage and other insurance attributable to Lessee the operation of operating the Complex; (v) Maintenance, repair, and maintaining replacement of furnishing, fixtures, equipment and machinery at, and/or used for servicing the Complex; (vi) The costs of all other items of general operation, repair and maintenance incurred by Lessor, exclusive of expenses for alterations of the Complex for the accommodation of a specific tenant or tenants; however, this shall not exclude painting of vacant tenant the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor which shall be responsible considered a normal operating expense; (vii) The cost of necessary office supplies and expenses, legal expense, telephone service and reasonable accounting fees; and (viii) Real property taxes, special district taxes, school taxes, assessments, special assessments and/or payments in lieu thereof assessed against the Complex or any portion hereof, any taxes on rents received from Lessees of the Complex and any personal property taxes assessed against equipment, machinery or vehicles used in or about the Complex or for maintenance of yardthe benefit thereof (“Taxes”), repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, but shall not include (i) any expense chargeable cost, such as property taxes, the actual cost of which is allocated to a capital account and paid by Lessee, either by direct payment or capital improvement, ground leases; principal or interest payments on reimbursement to Lessor. In the event any mortgage or deed of trust on charges are not entirely attributable to the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or operation and maintenance expenses or obligations that are the sole responsibility of the Complex, Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence shall make a reasonable allocation of such relationship, and (vii) costs of items and services for which charges to the Lessee reimburses or pays any third persons directlyextent attributable to the Complex.

Operating Expenses. It is “Operating Expenses” shall mean, collectively, the intention Premises Operating Expenses, Building Operating Expenses and Project Operating Expenses. In addition, the Operating Expenses shall include a property management fee equal to three percent (3/o) of the partiesBase Rent then payable under this Lease. Notwithstanding anything to the contrary contained in this Lease, Operating Expenses shall not include, and they hereby agree, that this shall be a triple net Lease, and the Lessor Tenant shall have no obligation to provide any servicespay for, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include following: (i) the costs of repair, replacement, or restoration work occasioned by any expense chargeable casualty pursuant to a capital account Section 12 below or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisescondemnation pursuant to Section 13 below; (ii) any amount leasing commissions, advertising expenses, promotional expenses, attorneys’ fees, disbursements, and other costs and expenses incurred in procuring prospective tenants, negotiating and executing leases, and constructing improvements required to prepare for which Lessor is reimbursed through insurance, or by third persons, a new tenant’s occupancy; (iii) repair costs occasioned finance and debt service fees, principal and/or interest on debt or amortization payments on any mortgages executed by fireLandlord covering Landlord’s property, windstorm any other indebtedness of Landlord, and rental under any ground lease or other casualty, leases for the Building or the Project; (iv) any constructiondepreciation allowance or expense, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor amortization (not to be reimbursed by the Lesseeexcept as expressly provided for in this Section 6), expense reserve and other non-cash items; (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other partyexcept for management fees, Landlord’s general overhead; (vi) any expense costs or expenses representing an any amount paid for services and materials to an affiliate a (personal or subsidiary of business) related person, firm, or entity to the Lessor which is in excess of extent such amount exceeds the amount which that would be have been paid for such service or materials at the then existing market rates in the absence of such relationship, and ; (vii) costs of electrical energy furnished and metered directly to tenants of the Building or for which Landlord is entitled to be reimbursed by tenants as additional rental over and above that tenant’s Base Rent or pass-through of Operating Expenses; (viii) the cost of any work or service furnished to any tenant or occupant of the Building at such tenant’s cost; (ix) the costs and expenses incurred in resolving disputes with other tenants, other occupants, or prospective tenants or occupants of the Building or the Project, collecting rents or otherwise enforcing leases of the tenants of the Building or the Project; (x) increases in insurance costs caused by the activities of another tenant of the Building or the Project; (xi) the costs for items and services for which the Lessee any tenant reimburses Landlord or pays third persons, to the extent of such reimbursement or payment; (xii) costs incurred in connection with the presence of any third persons directlyHazardous Materials (as defined in Section 8.6.1 below), except to the extent caused by the release or emission of the Hazardous Materials in question by Tenant; (xiii) the costs and expenses attributable to the construction of the Building or Project, including correcting defects in the construction of the Building or Project or in the Building or Common Area equipment; (xiv) the costs (excluding increased Real Property Taxes and other operating expenses related thereto) for any additions or improvements to the Building or the Project after the original construction; (xv) the costs of repairs or maintenance which are reimbursed by warranties or service contracts in existence on the Commencement Date and to the extent such maintenance and repairs are or would have been made at no cost to Landlord; (xvi) the costs and expenses incurred in leasing equipment or systems that would ordinarily constitute a capital expenditure if such equipment or systems were purchased; (xvii) the costs of repairs, alterations, and general maintenance necessitated by the sole active negligence or willful misconduct of Landlord or Landlord Parties, or repairs, alterations, and general maintenance necessitated by the negligence or willful misconduct of any other tenant (excluding Tenant) or occupant of the Building or Project or any of their respective agents, employees, contractors, invitees, or licensees; (xviii) interest or penalties due to the late payment of taxes, utility bills or other such costs not caused by Tenant’s failure to make payments due hereunder; (xix) any cost for overtime or other expenses to Landlord in curing defaults; and (xx) the costs, including fines, penalties, and legal fees, incurred due to violations by Landlord, its employees, agents, or contractors or assigns, or any other tenant (excluding Tenant) or occupant of the Building or Project of building codes, any governmental rule or requirement or the terms and conditions of any lease pertaining to the Building or any other contract.

Operating Expenses. It is Tenant shall pay to Landlord as Additional Rent a proportionate share (as defined in Section 6.4) of all costs and expenses incurred by Landlord in the intention operation and maintenance of the parties, and they hereby agree, that this shall be a triple net Lease, Building and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever Land in accordance with generally accepted operational and maintenance procedures with respect to any calendar year during the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) Term of any and all Operating Expenses as hereafter defined for the entire term of the this Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid of said costs and expenses incurred by the Landlord in the absence operation and maintenance of the Building and the Land during the calendar year ending December 31, 1995, including, without limiting the generality of the foregoing, all such relationshipcosts and expenses in connection with (1) insurance, license fees, janitorial service, landscaping, and snow removal, (2) wages, salaries, management fees, employee benefits and payroll taxes for on-site employees, on-site office expenses, administrative and auditing expenses, and equipment and materials for the operation, management, and maintenance of said Property, (3) any capital expenditure (amortized, with interest, on such reasonable basis as Landlord shall determine) made by Landlord for the purpose of reducing other operating expenses or complying with any governmental requirement, (4) the furnishing of heat, air conditioning, utilities, and any other service to the common areas of the Building (i.e., areas not constituting a part of the demised premises of any tenant in the Building), (5) the operation and servicing of any computer system installed to regulate Building equipment, and (vii6) costs the furnishing of items the repairs and services for to Tenant referred to in Section 7.5 (the foregoing being hereinafter referred to as "operating expenses"). Notwithstanding the foregoing, the following shall be excluded from operating expenses: (a) tenant build-out and tenant improvement expenses, (b) capital expenditures other than those described in subsection (3) above of this Section 6.3, and (c) marketing and advertising expenses and leasing costs, commissions and attorneys' fees in connection with negotiations or disputes with tenants or other occupants. As soon as Tenant's share of operating expenses with respect to any calendar year can be determined, the same will be certified by Landlord to Tenant and will become payable to Landlord within thirty (30) days following such certification, subject to proration with respect to any portion of a calendar year in which the Lessee reimburses Term of this Lease begins or pays any third persons directlyends. Tenant shall, if, as and when demanded by Landlord and with each monthly installment of Yearly Fixed Rent, make operating fund payments to Landlord. "Operating Fund Payments" refer to such payments as Landlord shall reasonably determine to be sufficient to provide in the aggregate a fund adequate to pay, when they become due and payable, all payments required from Tenant under this Section. In the event that operating fund payments are so demanded, and if the aggregate of said operating fund payments is not adequate to pay Tenant's share of operating expenses, Tenant shall pay to Landlord the amount by which such aggregate is less than the amount of said share, such payment to be due and payable at the time set forth above. Any surplus operating fund payments shall be accounted for to Tenant after such surplus has been determined, and shall be refunded to Tenant promptly.

Operating Expenses. It is The term "Operating Expenses" shall mean the intention sum of the partiesfollowing expenses to the extent such expenses have been paid by Borrower for the designated period for which the Net Operating Income computation is being made: (a) all taxes and assessments imposed upon the Project; (b) all insurance premiums for insurance incurred in connection with the Project, provided that if insurance on the Project is maintained as part of a blanket policy covering the Project and they hereby agreeother properties, that the insurance premium included in this paragraph shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect premium fairly allocable to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent Project; (100%c) operating expenses of any and all Operating Expenses as hereafter defined the Project (unless such expenses are paid by proceeds of insurance policies or are paid out of the account) for the entire term of operation, cleaning, leasing, marketing, maintenance and repair, to the Lease and any thereof extent properly chargeable against income in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includegenerally accepted accounting practices including, without limitation, electricitywages and payroll costs, waterreasonable accounting and bookkeeping expenses, waste disposal, sewage, operating materials utilities and supplies, service agreements and hearing charges, minor repairsmaterial costs, cleaning maintenance costs, costs of services, water and custodialsewer charges, security, insurancelicense fees and business taxes, and all such other direct operating costs expenses normally considered as an industry-wide cost of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, a medical office building; provided that such costs shall not include (i) any of the foregoing items to the extent paid by a tenant of Borrower or any other third party which reimburses Borrower for any cost or expense chargeable except to the extent such items paid by a capital account tenant or capital improvement, ground leasesthird party are also included in gross rental receipts and other receipts generated by the use and operation of the Project; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount deduction for which Lessor is reimbursed through insurance, depreciation of the Project taken or by third persons, noted on the Borrower's income tax returns; or (iii) repair costs occasioned by fire, windstorm the cost of capital improvements made to the Project not taken or other casualty, noted as a deduction on the Borrower's federal income tax returns and not included in the operating budget; or (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility cost of the Lessor (not to be reimbursed by the Lessee)Borrower's federal, (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate state or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlylocal income taxes.

Operating Expenses. It is The term "Operating Expenses" shall mean the intention sum of the partiesfollowing expenses to the extent such expenses have been paid by Borrower for the designated period for which the Net Operating Income computation is being made: (a) all taxes and assessments imposed upon the Project; (b) all insurance premiums for insurance incurred in connection with the Project, provided that if insurance on the Project is maintained as part of a blanket policy covering the Project and they hereby agreeother properties, that the insurance premium included in this paragraph shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect premium fairly allocable to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent Project; (100%c) operating expenses of any and all Operating Expenses as hereafter defined the Project (unless such expenses are paid by proceeds of insurance policies or are paid out of the account) for the entire term of operation, cleaning, leasing, marketing, maintenance and repair, to the Lease and any thereof extent properly chargeable against income in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includegenerally accepted accounting practices including, without limitation, electricitywages and payroll costs, waterreasonable accounting and bookkeeping expenses, waste disposal, sewage, operating materials utilities and supplies, service agreements and hearing charges, minor repairsmaterial costs, cleaning maintenance costs, costs of services, water and custodialsewer charges, security, insurancelicense fees and business taxes, and all such other direct operating costs expenses normally considered as an industry-wide cost of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, a community hospital; provided that such costs shall not include (i) any of the foregoing items to the extent paid by a tenant of Borrower or any other third party which reimburses Borrower for any cost or expense chargeable except to the extent such items paid by a capital account tenant or capital improvement, ground leasesthird party are also included in gross rental receipts and other receipts generated by the use and operation of the Project; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount deduction for which Lessor is reimbursed through insurance, depreciation of the Project taken or by third persons, noted on the Borrower's income tax returns; or (iii) repair costs occasioned by fire, windstorm the cost of capital improvements made to the Project not taken or other casualty, noted as a deduction on the Borrower's federal income tax returns and not included in the operating budget; or (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility cost of the Lessor (not to be reimbursed by the Lessee)Borrower's federal, (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate state or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlylocal income taxes.

Operating Expenses. It is the intention of the parties, The term "Operating Expenses" shall mean all costs and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts expenses paid or pay any expenses, charges, obligations or costs of any kind whatsoever incurred with respect to the Premisesrepair, replacement, restoration, maintenance and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term operation of the Lease Property and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areasBuilding, and shall includeincluding, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include following: (i) any expense chargeable all costs, wages and benefits of St. Louis employees of Landlord or Agent engaged in the operation, maintenance or rendition of other services to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on for the premisesProperty and/or the Building; (ii) any amount for which Lessor is reimbursed through insuranceTO THE EXTENT NOT SEPARATELY METERED, or by third personsBILLED, OR FURNISHED, ALL CHARGES FOR UTILITIES (INCLUDING, WITHOUT LIMITATION, WATER, SEWER AND ELECTRICAL) AND SERVICES FURNISHED TO THE BUILDING (INCLUDING, WITHOUT LIMITATION, THE COMMON AREAS THEREOF) AND TO THE PROPERTY, TOGETHER WITH ANY TAXES ON SUCH UTILITIES; (iii) repair costs occasioned by fire, windstorm or other all premiums for casualty, workers' compensation, dram shop, liability, boiler, flood and all other types of insurance provided by Landlord and relating to the Property and/or the Building; (iv) any constructionthe cost of all supplies, repair or maintenance expenses or obligations that are tools, materials and equipment utilized in the sole responsibility ownership and/or operation of the Lessor (not to be reimbursed by Building and the Lessee)Property, and sales and other taxes thereon; (v) leasing commissions amounts charged by contractors for services, materials and supplies furnished in connection with the operation, repair and/or maintenance of any part of the Building and the Property, including, without limitation, the Common Areas (as hereinafter defined); (vi) MANAGEMENT FEES TO AGENT OR OTHER PERSONS OR MANAGEMENT ENTITIES ACTUALLY INVOLVED IN THE MANAGEMENT AND/OR OPERATION OF THE PROPERTY (WHICH PERSONS OR MANAGEMENT ENTITIES MAY BE AFFILIATES OF LANDLORD); (vii) any capital improvements made by, or on behalf of, Landlord to the Building and/or the Property; (viii) legal, accounting and other expenses professional fees incurred in connection with leasing any other area located on the premises to any other partyoperation, (vi) any expense representing an amount paid to an affiliate or subsidiary management and/or maintenance of the Lessor which is in excess Property and/or the Building; (ix) Taxes, as hereinafter defined; (x) all of the amount which would be paid charges properly allocable to the operation, maintenance or repair, replacement or restoration of the Building and/or the Property, all in accordance with generally accepted accounting principles; and (xi) Landlord's costs and expenses relating to its obligations under Section 13.2. Notwithstanding anything to the contrary, the Common Area Maintenance (CAM) charges are hereby capped at $0.36/ft through December 31, 1996 and all increases in the absence of such relationship, and (vii) costs of items and services for which CAM charges to the Lessee reimburses or pays Tenant shall not exceed 5% per year during any third persons directlycalendar year.

Operating Expenses. It is Tenant shall pay to Landlord as additional rent a proportionate share (as defined in Section 4.2.4) of all costs and expenses incurred by Landlord from and after the intention period commencing twelve (12) months after the Tenn Commencement Date in the operation and maintenance of the parties, and they hereby agree, that this shall be a triple net Lease, Building and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof Land in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include generally accepted operational and maintenance procedures (but applied in a manner consistent with generally accepted accounting principals consistently applied), including, without limiting the generality of the foregoing, all such costs to Lessee of operating and maintaining the Premises and related parking areasexpenses in connection with (1) insurance, (including without limitation rent insurance), license fees, janitorial service, landscaping, and snow removal, (2) wages, salaries, management fees (which shall includebe comparable to those fees for similar buildings), employee benefits, payroll taxes, on-site office expenses, administrative and auditing expenses, professional fees (including, without limitation, electricitylegal, water, waste disposal, sewage, operating materials accounting and supplies, service agreements consulting fees but excluding legal fees relating to disputes with tenants and charges, minor repairs, cleaning and custodial, security, insuranceexcluding consulting fees not relating to the efficient operation of the Building), and all other direct operating costs of operating equipment and maintaining materials for the Premises operation, management, and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yardsaid Property, repair (3) the furnishing of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costsheat, air conditioning, utilities, and ▇▇▇▇▇▇'s obligations in relation thereto, shall any other service to the extent to which Landlord is not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not entitled to be reimbursed by the Lessee)tenants, (v4) water and sewer rents, and (5) expenses incurred in complying with all zoning and fire regulations as they may apply to the Property (except for structural changes and capital expenditures) (the foregoing being hereinafter referred to as "operating expenses"). The following shall be excluded from the definition of operating expenses: (a) costs of special services rendered to tenants for which a separate charge is made or which is not an obligation of Landlord under this Lease; (b) costs incurred for the exclusive benefit of a specific tenant or group of tenants or of a space occupied by Landlord; (c) salaries of officers and executives of Landlord not connected with the operation of the Property; (d) any costs incurred by the negligent acts or omissions of Landlord, its agents or employees; (e) leasing fees or commissions and advertising costs; (f) interest, mortgage charges, taxes, depreciation, ground rent and capital expenditures (including (as part of such exclusion) amortization of the costs and the cost of the financing thereof); (g) costs of reconstruction or other expenses work incurred in connection with leasing any fire or other area located on casualty insured or required to be insured against hereunder; (h) the premises cost of repair of damage caused by third parties if reimbursement is received therefor, Landlord agreeing to use reasonable efforts to collect the same; if such damage is caused by a tenant (other than Tenant) which Landlord, acting reasonably, has been able to identify, then such cost shall not be included in this subsection h, of this Lease; (i) expenses related to parking operations associated with the Building other than after hours security; (j) the cost of installing, operating and maintaining any other partyspecialty service, such as an observatory, broadcasting facility, luncheon club, retail store, sundry shop, newsstand, concession, or athletic or recreational club; (vik) the cost of correcting defects in base building construction (i.e. excluding normal maintenance and repair expenses); (1) insurance premiums to the extent any expense representing an amount paid tenant's particular use causes Landlord's existing insurance premiums to an affiliate increase or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directly.require Landlord to purchase additional insurance;

Operating Expenses. It is the intention The Venture shall bear all other costs and expenses of the partiesVenture’s activities and operations, including without limitation, the following: (i) Taxes of the Venture, fees and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs expenses of any kind whatsoever with respect professional advisors to the PremisesVenture, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent premiums for insurance (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeincluding, without limitation, electricityerror and omissions, waterdirectors and officers and other forms of liability insurance (other than the cost of liability insurance for the Manager, waste disposalits Affiliates and any of their respective officers, sewagedirectors, operating materials partners, members, shareholders and suppliesemployees)) protecting the Venture, service agreements the Manager and charges, minor repairs, cleaning other Indemnified Persons and custodial, security, insurance, and all other direct operating litigation costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisesVenture; (ii) any amount for which Lessor is reimbursed through insuranceadministrative expenses related to the Venture, or by third personsincluding without limitation, fees and expenses of accountants, lawyers and other professionals incurred in connection with the Venture’s annual audit, financial reporting, legal opinions and preparation of Tax Returns; (iii) repair the Venture’s proportionate share of all fees, costs occasioned by fireand expenses (other than Non‑Reimbursable Expenses) incurred in evaluating, windstorm developing, negotiating, structuring, acquiring, holding, appraising, financing, selling or otherwise disposing of or otherwise dealing with the Subsidiary REIT and the Project (or the Venture’s interest therein) pursued for the Venture in accordance with the terms of this Agreement, whether or not the Venture actually invests therein (including, without limitation, any travel, legal, accounting, due diligence, projections, valuations and other casualty, fees and out‑of‑pocket expenses related thereto); (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions all fees and other expenses incurred in connection with leasing any other area located on obtaining independent, third‑party valuations of the premises Venture pursuant to any other party, Section 12.6; (v) indemnification expenses incurred pursuant to Section 7.2; and (vi) any expense representing an amount paid to an affiliate or subsidiary all other customary fees, costs and expenses of the Lessor which is Venture payable to Persons other than, except to extent otherwise provided herein, BHMF GP, BHMF Member, BHMF REIT or any of their respective Affiliates (collectively, “Operating Expenses”). The Manager may make one or more Capital Calls in excess accordance with Article 3 in order to enable the Venture to pay any Operating Expenses. For the avoidance of doubt, neither the amount which would be paid Venture nor any Entity in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses Venture owns a direct or pays indirect interest (including a Subsidiary REIT or an Entity in which the Venture owns a direct or indirect interest that itself holds a direct or indirect interest in a Project) shall pay or reimburse BHMF Member or its Affiliates for any third persons directlyDead Deal Costs or for any Non‑Reimbursable Expenses, which costs and expenses are solely for the account of BHMF GP.

Operating Expenses. It is Licensee shall pay to Licensor as Additional Fees during the intention Term hereof, in addition to the Base Annual Fee, Licensee’s proportionate share (“Proportionate Share”) of the partiescosts and expenses payable by Licensor in connection with the operation and maintenance of the Property (“Operating Expenses”), all in accordance with Exhibit C attached hereto. Notwithstanding any term, covenant or condition as set forth within Exhibit C or Article 6(b)(ii) (Compliance with Legal Requirements) below, Operating Expenses shall specifically exclude the following: (i) replacement of capital items not located on the Premises, (ii) expenses of leasing space, (iii) financing and refinancing costs and principal and interest payments on mortgages and deeds of trust, (iv) third party tenant improvement costs, (v) costs and expenses covered by insurance, (vi) Licensor’s insurance deductible, (vii) depreciation, (viii) payments made to affiliates of Licensor, inside or related contractors and executives, (ix) income, profit, franchise, rent, sales, gift, estate, succession, inheritance, foreign ownership, foreign control, transfer, capital levy, and/or personal property taxes payable by Licensor, and they hereby agreeany increases in Real Property Taxes (as hereinafter defined) that result from changes in ownership of the Property, (x) curing of construction defects, (xi) maintenance, that this shall be a triple net Lease, and repairs and/or replacements of the Lessor shall have no obligation to provide any services, perform any acts foundation or pay any expenses, charges, obligations or costs structural repairs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent buildings on the Property, (100%xii) of any and all Operating Expenses as hereafter defined for the entire term costs of the Lease Licensor in complying with its obligations under Article 6(b)(i) (Compliance with Legal Requirements), (xiii) any and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeLicensor in complying with its obligations under Article 27 (HSE Matters) including, without limitation, electricitythe costs and expenses of clean-up, waterremediation, waste disposalenvironmental surveys/assessments, sewagecompliance with HSE Laws (as hereinafter defined), operating materials consulting fees, treatment and supplies, service agreements and monitoring charges, minor repairstransportation expenses and disposal fees, cleaning and custodial, security, insurance, etc., (xiv) any and all other direct operating costs of operating and maintaining the Premises and related parking areasLicensor for repairs resulting from damage, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance destruction or condemnation covered by other provisions of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include this Agreement, (ixv) rent under any ground or underlying lease, (xvi) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or and all costs incurred by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred Licensor in connection with leasing any other area located on the premises to any other party, transfer or disposition of Licensor’s interest in the Property, (vixvii) any expense representing an amount paid and all costs incurred by Licensor in connection with the enforcement of leases, (xviii) any and all costs incurred by Licensor in the operation of any health or exercise club or any luncheon or other restaurant, club or facility if said facilities are not accessible to an affiliate Licensee, and (xix) the cost of any item or subsidiary service which Licensee separately reimburses Licensor or pays to third parties. At any reasonable time and from time to time, Licensee, its authorized representatives and its accountants may examine Licensor’s books and records for the purpose of ascertaining the accuracy of Licensor’s invoices for Operating Expenses. Licensor’s books and records shall be maintained in accordance with generally accepted accounting principles consistently applied. In the event Licensee disagrees with the accuracy of Licensor’s invoice(s), Licensee shall pay only the amounts set forth on Licensor’s invoice not in dispute, and Licensor and Licensee shall thereafter diligently pursue resolution of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlydisputed amounts.

Operating Expenses. It is Licensee shall pay to Licensor as Additional Fees during the intention Term hereof, in addition to the Base Annual Fee, Licensee’s proportionate share (“Proportionate Share”) of the partiescosts and expenses payable by Licensor in connection with the operation and maintenance of the Property (“Operating Expenses”), all in accordance with Exhibit C attached hereto. Notwithstanding any term, covenant or condition as set forth within Exhibit C or Article 6(b)(ii) (Compliance with Legal Requirements) below, Operating Expenses shall specifically exclude the following: (i) replacement of capital items not located on the Premises, (ii) expenses of leasing space, (iii) financing and refinancing costs and principal and interest payments on mortgages and deeds of trust, (iv) third party tenant improvement costs, (v) costs and expenses covered by insurance, (vi) Licensor’s insurance deductible, (vii) depreciation, (viii) payments made to affiliates of Licensor, inside or related contractors and executives, (ix) income, profit, franchise, rent, sales, gift, estate, succession, inheritance, foreign ownership, foreign control, transfer, capital levy, and/or personal property taxes payable by Licensor, and they hereby agreeany increases in Real Property Taxes (as hereinafter defined) that result from changes in ownership of the Property, (x) curing of construction defects, (xi) maintenance, that this shall be a triple net Lease, and repairs and/or replacements of the Lessor shall have no obligation to provide any services, perform any acts foundation or pay any expenses, charges, obligations or costs structural repairs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent buildings on the Property, (100%xii) of any and all Operating Expenses as hereafter defined for the entire term costs of the Lease Licensor in complying with its obligations under Article 6(b)(i) (Compliance with Legal Requirements), (xiii) any and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeLicensor in complying with its obligations under Article 27 (HSE Matters) including, without limitation, electricitythe costs and expenses of clean- up, waterremediation, waste disposalenvironmental surveys/assessments, sewagecompliance with HSE Laws (as hereinafter defined), operating materials consulting fees, treatment and supplies, service agreements and monitoring charges, minor repairstransportation expenses and disposal fees, cleaning and custodial, security, insurance, etc., (xiv) any and all other direct operating costs of operating and maintaining the Premises and related parking areasLicensor for repairs resulting from damage, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance destruction or condemnation covered by other provisions of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include this Agreement, (ixv) rent under any ground or underlying lease, (xvi) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or and all costs incurred by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred Licensor in connection with leasing any other area located on the premises to any other party, transfer or disposition of Licensor’s interest in the Property, (vixvii) any expense representing an amount paid and all costs incurred by Licensor in connection with the enforcement of leases, (xviii) any and all costs incurred by Licensor in the operation of any health or exercise club or any luncheon or other restaurant, club or facility if said facilities are not accessible to an affiliate Licensee, and (xix) the cost of any item or subsidiary service which Licensee separately reimburses Licensor or pays to third parties. At any reasonable time and from time to time, Licensee, its authorized representatives and its accountants may examine Licensor’s books and records for the purpose of ascertaining the accuracy of Licensor’s invoices for Operating Expenses. Licensor’s books and records shall be maintained in accordance with generally accepted accounting principles consistently applied. In the event Licensee disagrees with the accuracy of Licensor’s invoice(s), Licensee shall pay only the amounts set forth on Licensor’s invoice not in dispute, and Licensor and Licensee shall thereafter diligently pursue resolution of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlydisputed amounts.

Operating Expenses. It is In addition to the intention Monthly Base Rent, Tenant shall pay to Landlord Tenant's Percentage of Operating Expenses (which includes the Building Percentage of all costs and expenses of operation and maintenance of the parties, and they hereby agree, that this shall be a triple net Lease, Property Common Areas and the Lessor Site), in the manner and at the times set forth in the following provisions of this Section 1.18. "Operating Expenses" shall have no obligation to provide consist of all costs and expenses of operation, maintenance and repair of the Building and Building Common Areas as determined by standard accounting practices and calculated assuming the Building is at least ninety-five percent (95%) occupied, together with the Building Percentage of all costs and expenses of operation and maintenance of the Property Common Areas and the Site as determined by standard accounting practices and calculated assuming the Property is at least ninety-five percent (95%) occupied. Operating Expenses include the following costs by way of illustration but not limitation: (i) any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever and all assessments imposed with respect to the PremisesBuilding, Common Areas, and/or Site pursuant to any covenants, conditions and restrictions affecting the Property; (ii) costs, levies or assessments resulting from statutes or regulations promulgated by any government authority in connection with the use or occupancy of the Site, Building or the Premises (unless triggered by the specific use or occupancy of another tenant or any alterations or improvements made by another tenant); (iii) all costs of utilities serving the Common Areas and all Premises Utilities Costs and utilities costs for other premises in the Building which are not separately metered which shall be billed on a pro rata basis based upon the rentable square footage of all space leased which share in the such utilities) (iv) all Taxes and Insurance Costs as defined in the Standard Lease Provisions, (v) waste disposal; (vi) security, if any; (vii) costs incurred in the management of the Site, Building and Common Areas, including, without limitation: (1) supplies, materials, equipment and tools, (2) wages, salaries, benefits, pension payments, fringe benefits, (and payroll taxes, insurance and similar governmental charges related thereto) of employees used in the operation and maintenance of the Site, Building and Common Areas, (3) the rental of personal property used by Landlord's personnel in the maintenance, repair and operation of the Property, (4) accounting fees and (5) a management/administrative fee; (viii) repair and maintenance of other portions of the Building other than such portions as are maintained by Tenant, including the elevators (if any), restrooms (if any), structural and non-structural portions of the Building, and ▇▇▇▇▇▇ hereby agrees the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord and not maintained by Tenant pursuant to pay one hundred percent Section 8.2 of the Standard Provisions; (100%ix) maintenance, costs and upkeep of any all parking and all Operating Expenses Common Areas; (x) amortization on a straight-line basis over the useful life together with interest at the Interest Rate (as hereafter defined for the entire term in Section 1.13 of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include Summary) on the unamortized balance of all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includea capital nature (including, without limitation, electricitycapital improvements, watercapital replacements, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor capital repairs, cleaning capital equipment and custodialcapital tools) that are: (1) reasonably intended to produce a reduction in operating charges or energy consumption; or (2) required after the date of this Lease under any Law that was not applicable to the Building at the time it was originally constructed; or (3) for repair or replacement of any equipment or improvements needed to operate and/or maintain the Building, security, insurance, the Common Areas and/or the Site at the same quality levels as prior to the repair or replacement; (xi) costs and all other direct operating costs expenses of operating gardening and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for landscaping; (xii) maintenance of yard, repair signs (other than signs of equipment due to normal wear and tear owned by Lessor. Notwithstanding tenants of the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisesSite); (iixiii) any amount for which Lessor is reimbursed through insurance, personal property taxes levied on or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not attributable to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred personal property used in connection with leasing any other area located on the premises Building, the Common Areas and/or the Site; and (xiv) costs and expenses of repairs, resurfacing, repairing, maintenance, painting, lighting and similar items, including appropriate reserves. Landlord shall have the right, from time to any other partytime, (vi) any expense representing an amount paid to an affiliate equitably allocate some or subsidiary all of the Lessor Operating Expenses among different tenants and/or different buildings and/or difference premises of the Property based upon differing levels of use, demand, risk or other distinctions among such parties, premises or Buildings (the "Cost Pools"). Such Cost Pools may include, for example, all office space tenants or industrial/R&D space tenants in the Property and may be modified to take into account the addition of any additional buildings within the Property. Accordingly, in the event of such allocations into Cost Pools, Tenant's Percentage shall be appropriately adjusted to reflect such allocation. In addition, if Landlord does not furnish a particular service or work (the cost of which, if furnished by Landlord would be included in Operating Expenses) to a tenant (other than Tenant) that has undertaken to perform such service or work in lieu of receiving it from Landlord, then such tenant's percentage share of the costs of such service or work shall be excluded for purposes of calculating Tenant's Percentage (and the percentage share of all other tenants) as to the costs of such service or work which is in excess of the amount which would be paid in the absence of such relationship, included Operating Expenses and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlyperformed by Landlord.

Operating Expenses. It is Commencing on the intention of Phase 1 Commencement Date and continuing throughout the partiesLease Term, and they hereby agreeTenant agrees to pay to Landlord, that this shall be a triple net Leaseas Additional Rent, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever Tenant’s Proportionate Share (with respect to the Phase 1 Premises), as set forth in Section 1(a)(4), of operating expenses. Tenant’s obligation to commence paying Tenant’s Proportionate Share of operating expenses with respect to each subsequent phase of the Demised Premises shall commence on the applicable commencement date for each such phase, which commencement dates are more particularly described in Section 1(a) 6 above. The term “operating expenses” shall mean any and all expenses incurred by Landlord in connection with owning, managing, operating, maintaining, servicing, insuring and repairing the Building, including but not limited to: (1) wages and salaries of all employees engaged in the management, operation or maintenance of the Building, including taxes, insurance and benefits relating hereto; (2) all supplies, materials, equipment and tools used in the operation or maintenance of the Building; (3) cost of all maintenance and service agreements for the Building and the equipment therein, including but not limited to controlled access and energy management services, window cleaning and elevator maintenance; (4) cost of all insurance relating to the Building, including the cost of casualty, liability and rent loss insurance applicable to the Building and Landlord’s personal property used in connection therewith; (5) general and special repairs and maintenance; (6) management fees (not to exceed 3% of the gross revenues of the Building); (7) legal, accounting, auditing and other professional fees; (8) the cost of any additional services not provided to the Building at the Commencement Date of the Lease Term, but thereafter provided by Landlord in the prudent management of the Building; (9) intentionally deleted; (10) costs for ​ char service and cleaning supplies; (11) costs for utility services such as electricity, gas, water and sewage, including the cost of heating and cooling the Building; (12) the cost of any capital improvements or alterations made to the Building after the Commencement Date, that reduce other operating expenses, or which are required under any governmental law or regulation that was not applicable to the Building at the time it was constructed, such cost to be amortized over such reasonable period as Landlord shall determine, together with interest on the unamortized balance at the rate paid by Landlord on funds borrowed for the purposes of constructing said capital improvements (or, in the event that Landlord elects not to borrow funds to construct such capital improvements, at the rate that Landlord would have paid had it borrowed funds for the purpose of constructing said improvements); (13) transportation district fees, parking district fees, and the cost of other amenities required by law; (14) cost of onsite Building management office expenses and directly allocable offsite management expenses, including telephone, rent, stationery and supplies; (15) costs of all elevator and escalator (if installed in the Building) maintenance and operation; (16) cost of providing security; (17) cost of providing garbage and snow removal and pest control; (18) cost of decoration of common areas; (19) cost of landscaping; (20) cost of maintenance and operation of the parking area; (21) costs and fees charged and/or assessed in connection with any business improvement district that is applicable to the Building; (22) the cost of operating, replacing, modifying and/or adding improvements or equipment mandated by any law, statute, regulation or directive of any governmental agency and any repairs or removals necessitated thereby (including, but not limited to, the cost of complying with the Americans With Disabilities Act and regulations of the Occupational Safety and Health Administration) not otherwise required due to requirements relating specifically to any other tenant of the Building; (23) payments made by Landlord under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the payment or sharing of costs among property owners; (24) any business property taxes or personal property taxes imposed upon the fixtures, machinery, equipment, furniture and personal property used in connection with the operation of the Building; (25) the cost of all business licenses, including Business Professional and Occupational License Taxes and Business Improvements Districts Taxes, any gross receipt taxes based on rental income or other payments received by Landlord, commercial rental taxes or any similar taxes or fees; (26) transportation taxes, fees or assessments, including but not limited to, mass transportation fees, metrorail fees, trip fees, regional and transportation district fees; (27) all costs and expenses associated with or related to the implementation by Landlord of any transportation demand management program or similar program; (28) fees assessed by any air quality management district or other governmental or quasi-governmental entity regulating pollution; (29) the cost of any other service provided by Landlord or any cost that is elsewhere stated in this Lease to be an “operating expense”; (30) operating expenses incurred in connection with the Project to the extent that they are attributable to the Building; (31) a reasonable rental rate and all other costs for the operation and maintenance of a fitness facility; and (32) a reasonable rental rate and all other costs for the operation and maintenance of a conference facility. Real Property Taxes (as defined in Section 5 hereof) shall be paid in accordance with Section 5 below and shall not be included in operating expenses. Landlord shall have the right but not the obligation, from time to time, to equitably allocate some or all of the operating expenses among different tenants of the Project or among the different buildings which comprise the Project (the “Cost Pools”), which buildings contain approximately 287,603 total square feet. As of the date hereof, the operating expenses for the Project are allocated as follows: (i) 44.64% to the building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ hereby agrees (128,394 square feet); (ii) 28.91% to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and building located at ​ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (83,142 square feet); (iii) 26.33% to the building located at ▇'s obligations ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (75,719 square feet); and (iv) .12% to the café (347 square feet). Landlord shall have the right, from time to time, to change the forgoing allocations, provided in relation theretono event shall any such changed allocation change the initial allocations to any building by more than two percent (2%). Such Cost Pools may include, but shall not be limited to, the office space tenants of the Project and the retail space tenants of the Project. Notwithstanding anything in this Lease to the contrary, the preceding list is for definitional purposes only and shall not impose any obligation upon Landlord to incur such expenses or provide such services. “Operating expenses” shall not include (i) any expense chargeable of the following, except to a capital account the extent that such costs and expenses are included in operating expenses as described above: costs of painting or capital improvementdecorating tenant space; leasing brokerage commissions; interest and amortization of mortgages; ground rent; the costs of special services or utilities separately charged to individual tenants of the Building, ground leases; principal income taxes incurred by Landlord with respect to the Building or interest payments on the Project, depreciation and amortization of the Building, costs and fines incurred because Landlord or another tenant violated any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm law or other casualtylegal requirements or failed to timely pay a ▇▇▇▇, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services item for which the Lessee reimburses Landlord is reimbursed by insurance, fees with respect to any loan on the Building, costs of enforcing leases against tenants of the Building, any bad debt loss, rent loss or pays reserves for same. Notwithstanding any third persons directlyother provision herein to the contrary, it is agreed that in the event the Building is not fully occupied during any calendar year, an adjustment shall be made in computing the operating expenses for such year so that the operating expenses shall be computed for such year as though the Building had been ninety-five (95%) percent occupied during such year. In the event that specific tenants are billed directly for certain charges normally covered under operating expenses, Tenant’s pro rata share will be appropriately adjusted.

Operating Expenses. It is All costs, expenses and disbursements of every kind and ------------------ nature which Landlord shall pay or become obligated to pay in connection with the intention ownership, management, operation, maintenance, replacement and repair of the parties, and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent Property (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeincluding, without limitation, electricitythe amortized portion of any capital expenditure or improvement, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurancetogether with interest thereon, and all other direct operating the costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenseschanging utility service providers). The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, Operating Expenses shall not include include, (i) painting, redecorating or other work which Landlord performs in tenant spaces for any expense chargeable other tenant of the Building other than painting, redecorating or other work which is standard for the Building and performed for tenants subsequent to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisestheir initial occupancy; (ii) any amount costs of capital improvements to the Building (except for which Lessor is reimbursed through insurance, amortized portion of capital improvements installed for the purpose of reducing or by third persons, controlling Operating Expenses or complying with applicable Laws); (iii) repair costs occasioned by fire, windstorm or other casualty, depreciation; (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor interest and principal payments on loans (not except for loans for capital improvements which Landlord is allowed to be reimbursed by the Lesseeinclude in Operating Expenses as provided above), ; (v) ground rental payments; (vi) real estate brokerage and leasing commissions and expenses of procuring tenants, including lease concessions and lease take-over obligations; (vii) advertising and marketing expenses; (viii) costs of Landlord reimbursed by insurance proceeds, condemnation proceeds or in another manner; (ix) expenses incurred in negotiating leases of other expenses tenants in the Building or enforcing lease obligations of other tenants in the Building; (x) Landlord's or Landlord's property manager's corporate general overhead or corporate general administrative expenses; (xi) any management or similar fee in excess of the greater of (a) 3.0% of the total gross revenues of the Property, or (b) the fees then customarily charged for building management for buildings of like class and character in the area; (xii) any costs or other sums paid to any person or entity related to or affiliated with Landlord to the extent that same exceeds the reasonable and customary cost thereof; (xiii) professional fees incurred in connection with leasing any the preparation of financial statements, tax returns and other area located on the premises to any other partydocuments and information for Landlord or its mortgagees, except for audits of operating expenses; (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (viixiv) costs of items paintings, sculptures or other art work; (xv) bad debt or rent loss reserves; (xvi) charitable contributions; (xvii) overtime utility charges for utilities benefiting other tenants; (xviii) costs of curing defects in construction; (ixx) costs relating to retail stores or to other specialty services such as health clubs, broadcasting facilities or cafeterias (xx) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (xxi) costs incurred in connection with upgrading the Building (but not the Premises as set forth in Section 7.01(c) hereof) to comply with the current interpretation of disability, life, fire and services for which safety codes, ordinances, statues or Laws in effect prior to the Lessee reimburses Commencement Date (including, without limitation, ADA), including penalties or pays damages incurred due to such non-compliance; and (xxii) legal and other professional fees and expenses incurred in resolving any third persons directlydisputes with tenants and other occupants or enforcing lease obligations, including, without limitation, court costs. If any Operating Expense, though paid in one year, relates to more than one calendar year, at option of Landlord such expense may be proportionately allocated among such related calendar years.

Operating Expenses. It is Notwithstanding the intention provisions of the parties, and they hereby agree, that Section 6 of this shall be a triple net ------------------ Lease, and Operating Expenses shall not include: (a) Any payments of whatsoever kind due under the Lessor shall have no obligation to provide terms of any servicesmortgage, perform any acts ground lease or pay any expenses, charges, obligations or costs other underlying lease; (b) Capital expenses of any kind whatsoever except as expressly permitted in the Lease; (c) Rentals for items (except when needed in connection with respect normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would constitute a capital improvement (excluding, however, equipment not affixed to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent Building which is used in providing janitorial or similar services); (100%d) The cost of any items to the extent Landlord receives reimbursement or is otherwise compensated therefor, such as through insurance proceeds, warranties and condemnation awards; (e) Depreciation, amortization and interest payments, except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party's services, all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof determined in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areasgenerally accepted accounting principles, consistently applied, and when depreciation or amortization is permitted or required; the item shall include, without limitation, electricity, water, waste disposal, sewage, operating materials be amortized over its reasonably anticipated useful life; (f) Advertising and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurancepromotional expenditures, and all other direct operating costs of operating signs in or on the Building identifying the owner of the Building or other tenants' signs; (g) Marketing costs including leasing commissions, attorneys' fees in connection with the negotiation and maintaining the Premises and related parking areaspreparation of letters, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance deal memos, letters of yardintent, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating leases, subleases and/or assignments, space planning costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair other costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing the lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building; (h) Costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for other tenants or other occupants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; (i) Expenses in connection with maintenance or other services or benefits that are not offered to Tenant or for which Tenant or any other area located on tenant is charged directly; (j) Costs incurred by Landlord due to the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary violation by Landlord of the Lessor which is terms and conditions of any lease of space in the Building; (k) Management fees paid or charged by Landlord in connection with the management of the Building to the extent such management fees are in excess of the amount management fees which would are normally and customarily charged by landlords of comparable buildings in the vicinity of the Building; (l) Overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (m) Landlord's general corporate overhead and general and administrative expenses; (n) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (o) The cost of overtime or other expense to Landlord in curing its defaults; (p) Costs arising from Landlord's charitable or political contributions; (q) Costs of sculpture, paintings or other objects of art; (r) Costs associated with the operation of the business of the partnership or entity which constitutes Landlord as the same are distinguished from the costs of the Building, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Building, costs of any disputes between Landlord and its employees (if any) not engaged in Building operation, disputes of Landlord with Building management, or outside fees paid in the absence of such relationship, connection with disputes with other tenants; (s) Costs (including in connection therewith all attorneys' fees and (vii) costs of items settlement judgments and services payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims litigation or arbitrations pertaining to the Landlord and/or the Building and/or the Project; (t) Income or excess profits or taxes assessed against Landlord, or any corporation, or capital stock taxes imposed upon Landlord; and (u) Without limiting the management fee permitted in subsection (k) above, costs for which any item or service in excess of the Lessee reimburses actual costs incurred by Landlord in connection with such item or pays any third persons directlyservice.

Operating Expenses. It is Notwithstanding the intention 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 6.3 of the partiesLease, or to the cost of water service and they hereby agreerefuse 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, that this there shall be a triple net Leasededucted 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, and operating expenses shall not include: (1) To the Lessor shall have no obligation 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 provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect insure pursuant to the Premisesterms of this lease, and ▇▇▇▇▇▇ hereby agrees or for which Landlord is entitled to pay one hundred percent reimbursement, or (100%ii) of any and all Operating Expenses as hereafter defined for the entire term exercise of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee right of operating and maintaining the Premises and related parking areaseminent domain; (2) Leasing commissions, and shall includeattorneys' fees, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions disbursements and other expenses incurred in connection with leasing 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 type which are not 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 area located on rental arrangement covering space in the premises to any other party, Building; (vi7) any expense representing an amount Amounts paid to an affiliate subsidiaries or subsidiary other affiliates of Landlord (i.e., persons or companies controlled by, under common control with, or which control, Landlord) for services on or to the Lessor which is in excess of Property, the amount which would be paid in Building or the absence Premises (or any portion thereof), to the extent only that the costs of such relationship, and (vii) 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 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 Lessee reimburses Building identifying the owner of the Building or pays any third persons directlyother tenant of the Building; (12) Costs for installing sculpture, paintings, or other art; (13) Any costs of damages and repairs necessitated by or resulting from the negligence of Landlord, its agents, employees and/or independent contractors; (14) Costs of installing, operating, and maintaining any specialty services operated by Landlord, including, without limiting any of the foregoing, any luncheon club, athletic facility, or retail facility, or costs of providing off-site parking, where such services are not made available to Tenant; and (15) Depreciation; (16) Payments of principal, interest and fees on debt encumbering the Property; and (17) Expenses and costs not normally included by landlords of comparable industrial buildings in the area of the Premises.

Operating Expenses. It is Licensee shall pay to Licensor as Additional Fees during the intention Term hereof, in addition to the Base Annual Fee, Licensee’s proportionate share (“Proportionate Share”) of the partiescosts and expenses payable by Licensor in connection with the operation and maintenance of the Property (“Operating Expenses”), all in accordance with Exhibit C attached hereto. Notwithstanding any term, covenant or condition as set forth within Exhibit C or Article 6(b)(ii) (Compliance with Legal Requirements) below, Operating Expenses shall specifically exclude the following: (i) replacement of capital items not located on the Premises, (ii) expenses of leasing space, (iii) financing and refinancing costs and principal and interest payments on mortgages and deeds of trust, (iv) third party improvement costs, (v) costs and expenses covered by insurance, (vi) Licensor’s insurance deductible, (vii) depreciation, (viii) payments made to affiliates of Licensor, inside or related contractors and executives, (ix) income, profit, franchise, rent, sales, gift, estate, succession, inheritance, foreign ownership, foreign control, transfer, capital levy, and/or personal property taxes payable by Licensor, and they hereby agreeany increases in Real Property Taxes (as hereinafter defined) that result from changes in ownership of the Property, (x) curing of construction defects, (xi) maintenance, that this shall be a triple net Lease, and repairs and/or replacements of the Lessor shall have no obligation to provide any services, perform any acts foundation or pay any expenses, charges, obligations or costs structural repairs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent buildings on the Property, (100%xii) of any and all Operating Expenses as hereafter defined for the entire term costs of the Lease Licensor in complying with its obligations under Article 6(b)(i) (Compliance with Legal Requirements), (xiii) any and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeLicensor in complying with its obligations under Article 27 (HSE Matters) including, without limitation, electricitythe costs and expenses of clean-up, waterremediation, waste disposalenvironmental surveys/assessments, sewagecompliance with HSE Laws (as hereinafter defined), operating materials consulting fees, treatment and supplies, service agreements and monitoring charges, minor repairstransportation expenses and disposal fees, cleaning and custodial, security, insurance, etc., (xiv) any and all other direct operating costs of operating and maintaining the Premises and related parking areasLicensor for repairs resulting from damage, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance destruction or condemnation covered by other provisions of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include this Agreement, (ixv) rent under any ground or underlying lease, (xvi) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or and all costs incurred by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred Licensor in connection with leasing any other area located on the premises to any other party, transfer or disposition of Licensor’s interest in the Property, (vixvii) any expense representing an amount paid and all costs incurred by Licensor in connection with the enforcement of leases, (xviii) any and all costs incurred by Licensor in the operation of any health or exercise club or any luncheon or other restaurant, club or facility if said facilities are not accessible to an affiliate Licensee, and (xix) the cost of any item or subsidiary service which Licensee separately reimburses Licensor or pays to third parties. At any reasonable time and from time to time, Licensee, its authorized representatives and its accountants may examine Licensor’s books and records for the purpose of ascertaining the accuracy of Licensor’s invoices for Operating Expenses. Licensor’s books and records shall be maintained in accordance with generally accepted accounting principles consistently applied. In the event Licensee disagrees with the accuracy of Licensor’s invoice(s), Licensee shall pay only the amounts set forth on Licensor’s invoice not in dispute, and Licensor and Licensee shall thereafter diligently pursue resolution of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlydisputed amounts.

Operating Expenses. It is Exclusions. Notwithstanding anything to the intention of contrary contained in this Lease, the parties, and they hereby agree, that this following shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include Operating Expenses: (i) Costs incurred in connection with the original construction of the Project or in connection with any expense chargeable major change in the Building, such as adding or deleting floors; (ii) Costs of alterations or improvements to the Premises or the premises of other tenants as a capital account part of any lease to Tenant or capital improvement, ground leases; principal other tenants: (iii) Depreciation or interest on debt or amortization payments on any mortgage or deed of trust on mortgages, and rental under any ground or underlying leases or lease (except to the premises; (ii) any amount for which Lessor is reimbursed through insuranceextent the same may be made to pay or reimburse, or by third personsmay be measured by, (iii) repair costs occasioned by fire, windstorm or other casualty, ad valorem taxes); (iv) any construction, repair Costs of correcting defects in or maintenance expenses or obligations that are the sole responsibility inadequacy of the Lessor (not to be reimbursed by initial design or construction of the Lessee), Building or the Project; (v) Expenses directly resulting from the gross negligence of Landlord, its agents, servants or employees; (vi) Marketing costs, legal fees, space planners’ fees, real estate brokers’ leasing commissions commissions, and other advertising and promotional expenses incurred in connection with the original development, subsequent development, or original leasing or future leasing of the Building or the Project; (vii) Costs for which Landlord is reimbursed, or would have been reimbursed if Landlord had carried the insurance Landlord is required to carry pursuant to this Lease or would have been reimbursed if Landlord had used commercially reasonably efforts to collect such amounts, by any tenant or occupant of the Project or by insurance from its insurance carrier or any insurance carrier of any tenant; (viii) Any bad debt loss, rent loss, or reserves for bad debts or rent loss; (ix) Expenses in connection with services (including sub-metered utilities) or other area benefits of a type which are not standard for the Building or the Project, and which are not available to Tenant without specific charge therefor, but which are provided to another tenant or occupant of the Building or the Project whether or not such other tenant or occupant is specifically charged therefor by Landlord; (x) Costs associated with the operation of the business of the partnership or entity which constitutes Landlord, as the same are distinguished from the costs of operation of the Building or the Project, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs incurred in connection with selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building or the Project, costs of any disputes between Landlord and its employees, disputes of Landlord with Building or the Project management, or between Landlord and other tenants or occupants of the Project; (xi) The wages and benefits of any employee who does not devote substantially all of his or her employed time to the Building or the Project, unless such wages and benefits are prorated to reflect time spent on operating and managing the Building or the Project vis-a-vis time spent on matters unrelated to operating and managing the Building or the Project; provided that, in no event shall Operating Expenses for purposes of this Lease include wages and/or benefits attributable to personnel above the level of Project manager or Project engineer; (xii) Fines, penalties or interest on delinquent payments (interest included on real property taxes as a part of a bonded assessment included in real property taxes shall be included as a part of Tax Expenses (hereafter defined)); (xiii) Costs incurred due to the violation by Landlord of the terms and conditions of any underlying ground lease pertaining to the Building or the Project; (xiv) Any damage or loss resulting from any casualty insured against by Landlord, or if not so insured, then excluding any damage or loss resulting from the type of casualty which is normally insured against by owners of first-class retail/office buildings in Los Angeles County, except to the extent of customary deductibles; (xv) All costs in connection with the ownership, operation and maintenance of any garage facilities not located on within and as a part of and available for use by the premises tenants of the Building or the Project; (xvi) Costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants or other occupants in the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Project (excluding, however, such costs relating to any other party, common areas of the Project or parking facilities); (vixvii) any expense representing an Any amount paid by Landlord or to an the parent organization or a subsidiary or affiliate or subsidiary of the Lessor which is Landlord for supplies and/or services in excess the Project to the extent the same exceeds the costs of such supplies and/or services rendered by qualified, first-class unaffiliated third parties on a competitive basis; (xviii) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by or on behalf of the amount Landlord; (xix) Rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment which if purchased the cost of which would be paid excluded from Operating Expenses as a capital cost, except equipment not affixed to the Project which is used in providing janitorial or similar services and, further excepting from this exclusion such equipment rented or leased to remedy or ameliorate an emergency condition in the absence Project but only, to the extent reasonably required in connection with such emergency; (xx) Electric power costs for which any tenant directly contracts with a public service company; (xxi) Costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art; (xxii) Tax penalties; (xxiii) Any costs expressly excluded from Operating Expenses elsewhere in this Lease; (xxiv) Landlord’s general corporate overhead and general and administrative expenses; (xxv) All assessments and premiums which are not specifically charged to Tenant because of what Tenant has done, which can be paid by Landlord in installments, shall be paid by Landlord in the maximum number of installments permitted by law (except to the extent inconsistent with the general practice of the Comparable Buildings) and shall be included as Operating Expenses in the year in which the assessment or premium installment is actually paid; (xxvi) Costs arising from the negligence or willful misconduct of Landlord or “Landlord Parties,” as that term is defined in Section l0.l of this Lease; (xxvii) Costs incurred to comply with Applicable Law with respect to “hazardous material,” as that term is defined in Section 29.40 of this Lease, (including, without limitation, with respect to the monitoring, testing and reporting relating thereto) which was in existence in the Building or on the Project prior to the Lease Commencement Date, and was of such relationshipa nature that a federal, state or municipal governmental or quasi-governmental authority, if it had then had knowledge of the presence of such hazardous material, in the state, and under the conditions that it then existed in the Building or on the Project, would have then required the removal, remediation or other action with respect to such hazardous material; and costs incurred with respect to hazardous material (viiincluding, without limitation, with respect to the monitoring, testing and reporting relating thereto), which hazardous material is brought into the Building or onto the Project after the date hereof by Landlord or any other tenant of the Project or by anyone other than Tenant or its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors and is of such a nature, at that time, that a federal, state or municipal governmental or quasi-governmental authority, if it had then had knowledge of the presence of such hazardous material, in the state, and under the conditions, that it then exists in the Building or on the Project, would have then required the removal, remediation or other action with respect to such hazardous material; (xxviii) Costs arising from Landlord’s charitable or political contributions; (xxix) Any finders fees, brokerage commissions, job placement costs or job advertising cost, other than with respect to a receptionist or secretary in the Project office, once per year; (xxx) Costs of items any training or incentive programs, other than for tenant life safety information services; (xxxi) In-house legal and/or accounting (as opposed to office building bookkeeping) fees; (xxxii) Legal fees and costs, settlements, judgments or awards paid or incurred because of disputes between Landlord and Tenant, Landlord and other tenants or prospective occupants or prospective tenants/occupants or providers of goods and services to the Project; (xxxiii) Legal fees and costs concerning the negotiation and preparation of this Lease or any litigation between Landlord and Tenant; (xxxiv) Costs for extra or after-hours HVAC, utilities or services which are provided to Tenant and or any occupant of the Lessee reimburses Building and as to which either (x) Tenant is separately charged, or pays (y) the same is not offered or made available to Tenant at no charge; (xxxv) Depreciation, interest, points, fees or other costs, and principal payments on mortgages and other debt costs, if any third persons directly(except as set forth in item 4.2.4.1 (xii) and (xiii), above); (xxxvi) Late charges, penalties, liquidated damages, and interest incurred as a result of Landlord’s gross negligence, inability or unwillingness to make payments or file returns when due; (xxxvii) Costs of capital repairs and alterations, capital improvements and equipment and other capital expenses determined pursuant to sound real estate management principals consistently applied except as set forth in items 4.2.4.1 (xii) and (xiii), above; (xxxviii) Costs of any tenant relations parties, events or promotions, except to the extent the cost of comparable events are included in the Base Year calculation of Operating Expenses; (xxxix) Any costs in connection with any portion of the ground floor or any mezzanine levels, or any other floor in the Building or the Project devoted primarily to retail operations for the general public, except normal electrical current and other services supplied by Landlord as if such retail premises were offices; and (xl) any costs incurred in connection with any violations of “Applicable Law,” as that term is defined in Article 24 of this Lease, applicable to the Project or any portion thereof which exists and is being enforced as of the Lease Commencement Date.

Operating Expenses. It All costs, expenses and disbursements of every kind and nature which Landlord shall pay or become obligated to pay (provided that Landlord does, in fact, pay the same, although such payment need not be made in the year accrued so long as it is made in either the intention year prior to or the year after the year in which the cost of such payment is accrued and so long the allocation of such payments is done on a reasonable and consistent basis) in connection with the ownership, management, operation, maintenance, replacement and repair of the parties, and they hereby agree, that this shall be a triple net Lease, and Property (including the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs amortized portion of any kind whatsoever capital expenditure or improvement permitted hereunder, together with respect to the Premisesinterest thereon), and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof determined in accordance with specific provisions hereinafter set forthreasonable accounting practices, consistently applied. The term Without limiting the generality of the foregoing, Operating Expenses shall include all installation, hook-up or maintenance costs to Lessee of operating and maintaining the Premises incurred by Landlord in connection with telephone cables and related parking areaswiring in the Building which are not allocable to any individual users of such service but are allocable to the Building generally, and costs of compliance with Environmental Laws (subject to the limitations hereinafter set forth in subsection (ee) below). Operating Expenses shall not include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance: (a) costs of or work allowances given for alterations of the premises of tenants of the Building, and all other direct operating the costs of operating preparing, improving or altering space or performing work or other tenant concessions for any existing, new or renewal tenant including but not limited to any fees for construction, architecture or design; (b) costs of capital improvements to the Building or costs related to the installation (but not maintenance or repair) of sprinklers and maintaining the Premises and related parking areasremoval of asbestos. However, unless expressly excluded from except for sprinkler installation or asbestos removal, there may be included in the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include Operating Expenses: (i) the amortized portions of capital improvements installed for the purpose of reducing or controlling Operating Expenses (but then only to the extent of any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisesannual cost savings resulting therefrom); (ii) any amount for the cost of compliance with applicable Laws enacted subsequent to the date of this Lease or resulting from changes in or different interpretations of Laws (if such different interpretations result from the issuance of new regulations or court decisions), including the ADA (as defined in Section 7.1(3)) which Lessor is reimbursed through insurance, changes or by third persons, different interpretations arise after the date of this Lease; and (iii) repair the cost of compliance with Environmental Laws for other than asbestos removal (amortization of same to be subject to the limitation set forth in subsection (ee) below). Without limiting the generality of the foregoing, upgrades or modifications to the Building's chillers to replace existing refrigerants will be deemed to be capital improvements and the cost thereof may be passed through to Tenant up to the amount of the reduction in Operating Expenses resulting from such improvements; (c) depreciation charges; (d) interest and principal payments on loans (except for loans for capital improvements which Landlord is allowed to include in Operating Expenses as provided above); (e) ground rental payments; (f) real estate brokerage and leasing commissions; (g) advertising and marketing expenses; (h) costs occasioned of Landlord reimbursed by fire, windstorm insurance proceeds; (i) expenses (including legal fees) incurred in negotiating leases of other tenants in the Building or enforcing lease obligations of other tenants in the Building or costs of defense or other expenses and costs arising from the negligent acts or omissions or wilful misconduct of Landlord, its agents, employees or contractors or from defending claims alleging Landlord's breach of any lease; (j) Landlord's or Landlord's property manager's corporate general overhead or corporate general administrative expenses; (k) costs of curing violations of Laws if such violations are in existence as of the date of this Lease; (l) compensation paid to officers or executives of Landlord above the level of Building Manager; (m) the cost of repairs incurred by reason of fire or other casualty or condemnation to the extent that (i) Landlord is compensated therefor through proceeds of insurance (provided, however, that Landlord's reasonable cost of adjustment shall not be excluded from Operating Expenses) or condemnation awards; (ii) Landlord failed to obtain insurance against such fire or casualty, if insurance was required under the provisions of this Lease; or (iii) Landlord is not fully compensated therefor due to the coinsurance provisions of its insurance policies on account of Landlord's failure to obtain a sufficient amount of coverage against such risk or such costs are in excess of any commercially reasonable deductible; or (iv) Landlord is not fully compensated by any constructioncondemnation award; (n) overtime HVAC costs or electricity costs; (o) the cost of performing additional services for tenants to the extent that such service exceeds that provided by Landlord to Tenant without charge hereunder, (p) takeover expenses" (i.e., repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred by Landlord with respect to space located in another building of any kind or nature in connection with the leasing any other area located on of space in the premises to any other party, Building); (viq) any expense amounts payable which constitute a fine, interest, or penalty for any late payments of Operating Expenses; (r) any cost representing an amount paid for services or materials to a related person, firm, or entity (i.e., a person, firm or entity affiliated with Landlord or Landlord's managing agent) to the extent such amount exceeds the amount that would be paid for such services or materials at the then existing market rates to an affiliate unrelated person, firm or subsidiary entity; (s) expenses attributable to the parking garage (except for costs of repairs such as re-surfacing) or to storage space; (t) the operating costs incurred by Landlord relative to any specialty service (such as a health club or any portion of the Lessor Building being used as a hotel) in the Building; or any other non-office space in the Building, excluding Common Areas, telephone rooms, mechanical and equipment rooms, HVAC equipment, the roof and any other portions of the Building which are not public areas but which are related to the operation of the entire Building; (u) that portion (if any) of management fees paid by Landlord to its managing agent which exceeds commercially reasonable and competitive management fees for comparable commercial office buildings in downtown Chicago; (v) Taxes; (w) costs of correcting construction or design defects in the Premises or Building, except to the extent caused by any Tenant Additions (as hereinafter defined); (x) that portion of any costs or expenses relating to both the Building and to other buildings or properties owned by Landlord, which is properly allocable or attributable to such other buildings or properties; (y) costs incurred due to the violation by Landlord or any tenant of the terms and conditions of any lease pertaining to the Building; (z) rentals and other related expenses, if any, incurred in leasing air-conditioning systems, elevators or other equipment ordinarily considered to be of capital nature, except to the extent that the costs of such items would have been includible in Operating Expenses if such items had been purchased, (aa) space planning costs for tenant spaces; (bb) costs with respect to a sale, financing or refinancing of the Building; (cc) bad debts loss, rent loss or reserves for bad debt or rent loss (excluding rent loss insurance premiums); (dd) lamp, bulbs, ballasts and starters in tenant areas; (ee) cost of compliance with Environmental Laws: (i) to the extent that such Hazardous Materials exist as of the date hereof (and, under the Environmental Laws in effect as of the date hereof, are included in the definition of Hazardous Materials) or (ii) in excess of $50,000 per year, provided that costs not included in any Adjustment Year because of this limitation may be included in subsequent Adjustment Years, subject to this limitation; and (ff) cost of compliance with Laws applicable to or resulting from the amount which would be paid in the absence specific manner of such relationship, and use of a particular tenant; (viigg) costs of items structural repairs with respect to any of the following: soil conditions, footings, columns, foundations, any portion of the steel structure of the Building, load-bearing walls and services for vertical and horizontal supports; (hh) costs not directly attributable to the ownership, management, operation, maintenance, replacement and repair of the Property; and (ii) expenses which under reasonable accounting practices, consistently applied, would not be includible in Operating Expenses as defined herein. If any Operating Expense, though paid in one year, relates to more than one calendar year, such expense shall be appropriately allocated among such related calendar years. Landlord shall manage, operate and maintain the Lessee reimburses or pays any third persons directlyPremises in a manner consistent with other first-class office buildings of comparable age in downtown Chicago in accordance with all applicable Laws and as is otherwise commercially reasonable. Amortization of capital improvements includible within Operating Expenses shall be determined by the item's useful life as reasonably determined by Landlord.

Operating Expenses. It is All costs, expenses and disbursements of every kind and nature which Landlord shall pay or become obligated to pay in connection with the intention ownership, management, operation, maintenance, replacement and repair of the parties, and they hereby agree, that this shall be a triple net Lease, and Building Project or the Lessor shall have no obligation Premises (including but not limited to provide any services, perform any acts or pay any expenses, charges, obligations or costs the amortized portion of any kind whatsoever capital expenditure or improvement, together with respect to the Premisesinterest thereon), and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof more particularly set forth in accordance with specific provisions hereinafter set forthArticle Four hereof. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall not include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvementcosts of alterations of the premises of tenants of the Building, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount costs of capital improvements to the Building (except for which Lessor is reimbursed through insurance, amortized portion of capital improvements installed for the purpose of reducing or by third personscontrolling Operating Expenses or complying with applicable Laws enacted after the Effective Date), (iii) repair costs occasioned by fire, windstorm or other casualtydepreciation charges, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor interest and principal payments on loans (not except for loans for capital improvements which Landlord is allowed to be reimbursed by the Lesseeinclude in Operating Expenses as provided above), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other partyground rental payments, (vi) real estate brokerage and leasing commissions, (vii) advertising and marketing expenses, (viii) costs of Landlord which are actually reimbursed by insurance proceeds, (ix) expenses incurred in negotiating leases of other tenants in the Building or enforcing lease obligations of other tenants in the Building, (x) costs or expenses arising from any expense representing fire or other casualty covered by an “all-risk” insurance policy, to the extent of proceeds actually received by Landlord, (xi) any amount paid or incurred to an any affiliate of Landlord or subsidiary of the Lessor which is any their respective agents, in excess of the amount which would be have been paid or incurred on an open market basis in the absence of such relationshipaffiliation (provided that the foregoing shall not be construed to prohibit Permitted Management Fees (defined below)), (xii) costs and expenses attributable to any hazardous wastes, substances, or materials or testing, investigation, management, maintenance, remediation, or removal, pertaining to matters present at the Building Project as of the Effective Date, (xiii) charitable or political contributions, (xiv) the costs of or relating to all sculptures, paintings, and other works of art, and any costs and expenses related to the display or maintenance thereof (as distinguished from typical office furnishings and decorations, as well as exterior landscaping, as undertaken by Landlord in its commercially reasonable discretion, which costs shall be included within Operating Expenses), and (viixv) costs of items other services or work performed for the singular benefit of another tenant(s) or occupant(s) and services not made available to Tenant (other than for Common Areas). If any Operating Expense, though paid in one year, relates to more than one calendar year, at option of Landlord such expense may be proportionately allocated among such applicable calendar years. In calculating Tenant’s Share of Operating Expenses, any Controllable Operating Expenses (as defined herein) shall be subject to the Controllable Cost Cap (as defined herein). As used herein, “Permitted Management Fees” shall mean property management fees, whether payable to a third party or an affiliate of Landlord, which the Lessee reimburses or pays any third persons directlydo not exceed five percent (5%) of gross receipts, together with commercially reasonable salaries and other charges.

Operating Expenses. It is Tenant shall pay Landlord Tenant’s Prorata Share of Operating Expenses. “Operating Expenses” shall mean all expenses of every kind (other than Taxes and items excluded from Taxes as provided in Section 3(A) above and items excluded from Operating Expenses below) which are paid, incurred or accrued for, by or on behalf of Landlord during any calendar year any portion of which occurs during the intention Term (prorated as provided in Section 3(D) below with respect to any calendar year falling only partially within the Term), in connection with the management, repair, maintenance, restoration and operation of the parties, and they hereby agree, that this shall be a triple net LeaseProperty, and the Lessor shall have no obligation provision of transportation to or from the Property, including without limitation, any amounts paid for: (a) utilities for the Property, including but not limited to electricity, power, gas, steam, chilled water, oil or other fuel, water, sewer, lighting, heating, air conditioning and ventilating (but not electricity for lights and outlets in other tenants’ leasable premises), (b) permits, licenses and certificates necessary to operate, manage and lease the Property or for the operation of any transportation to or from the Property, (c) insurance applicable to the Property, or applicable to the provision of any transportation to or from the Property, but not limited to the amount of coverage Landlord is required to provide any under this Lease, (d) supplies, tools, equipment and materials used in the operation, repair and maintenance of the Property or the provision of transportation to or from the Property, (e) accounting, legal, inspection, consulting, concierge, transportation (including, but not limited to, shuttle bus service) and other services, perform (f) any acts or pay any expenses, charges, obligations or costs equipment rental of any kind whatsoever with respect to the Premisesincluding bus or other transportation rental (or installment equipment purchase or equipment financing agreements), and ▇▇▇▇▇▇ hereby agrees to pay one hundred (g) management fees of not more than three percent (1003%) of the gross revenues of the Building, reimbursable costs under management agreements, and the fair rental value of any office space provided for a management office, (h) wages, salaries and other compensation and benefits (including the fair value of any parking privileges provided) for all persons engaged in the operation, maintenance or security of, or transportation to or from, the Property, and employer’s Social Security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages, salaries, compensation and benefits, (i) payments under any easement, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs in any planned development, and (j) operation, repair, and maintenance of all Systems and Equipment and components thereof (including replacement of components (unless excluded from the definition of Operating Expenses as hereafter defined for pursuant to subsection (xv) below)), janitorial service, alarm and security service, window cleaning, trash removal, elevator maintenance, cleaning of walks, parking facilities and Property walls, removal of ice and snow, replacement of wall and floor coverings, ceiling tiles and fixtures in lobbies, corridors, restrooms and other Common Areas or facilities, maintenance and replacement of shrubs, trees, grass, sod and other landscaped items, irrigation systems, drainage facilities, fences, curbs, and walkways, re-paving and re-striping driveways and parking facilities (but not repaving within the entire term of Building’s garage), and roof repairs. Notwithstanding the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term foregoing, Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall not include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directly.:

Operating Expenses. It is The term “Operating Expenses” shall mean all costs and expenses paid or incurred by Landlord with respect to, or in connection with, the intention ownership, repair, restoration, maintenance, and operation of the partiesProperty. Operating Expenses include, but are not limited to, the following: (i) services provided directly by employees of Landlord or Agent in connection with the operation, maintenance or rendition of other services to or for the Property (including, but not limited to, the Common Areas, as defined below); (ii) to the extent not separately metered, billed, or furnished, all charges for utilities and they hereby agree, that this shall be a triple net Lease, services furnished to either or both of the Property and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeincluding, without limitation, electricitythe Common Areas, watertogether with any taxes on such utilities; (iii) all market-based premiums for commercial property, waste disposalcasualty, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurancegeneral liability, and all other direct operating types of insurance provided by Landlord and relating to the Property; all reasonable administrative costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing the procurement and implementation of such insurance policies; the amount of any other area located on deductible(s) if and to the premises extent a loss(es) is incurred and the applicable insurer(s) applies the deductible before making payment of any available insurance proceeds; (iv) management fees not to exceed 4% of the net rent; (v) any other partycapital improvements that are either (a) designed to reduce Operating Expenses or (b) required for compliance with applicable laws, the cost of which shall be reasonably amortized by Landlord; (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is Taxes, as defined in excess of the amount which would be paid in the absence of such relationship, Section 3.1.2; and (vii) those costs and expenses referenced in Section 13.1.4 that are specifically designated as Operating Expenses. Notwithstanding the foregoing, Operating Expenses shall not include any of items the following: (a) any insured casualties; (b) lease negotiation expenses (including attorney’s fees), leasing commissions, advertising expenses and services tenant fit-out expenses; (c) interest or principal payments on any mortgage; (d) any depreciation allowance or expense; (e) any costs and expenses related to Landlord’s Work; (f) any costs or expenses actually reimbursed to Landlord from any source or for which Landlord is otherwise compensated, and (g) any expenses associated with a mortgage or other loans on the Lessee reimburses property, (h) any structural repairs or pays any third persons directlyreplacement to the Premises specifically including foundation and exterior and interior load-bearing walls, that are not a Tenant Related Repair and that are only required due to circumstances that are no fault of Tenant or Tenant’s use of the Premises.

Operating Expenses. It is Subject to the intention limitations set forth in Section 9.02, the AHP Entities shall pay directly, or reimburse the Manager as the case may be, for all of the parties, costs and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term expenses of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areasAHP Entities’ operations, and shall includeincluding, without limitation, electricity, water, waste disposal, sewage, operating materials the following costs and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include : (i) any expense chargeable all Organization and Offering Expenses advanced or otherwise paid by the Manager, up to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed maximum aggregate amount of trust on 2.5% of the premisesgross proceeds from the sale of Shares in the Initial Public Offering; (ii) any amount for which Lessor is reimbursed through insurance, all Acquisition Expenses advanced or otherwise paid by third persons, the Manager; (iii) repair all costs occasioned of personnel employed by firethe Manager or its Affiliates directly involved in the business of the AHP Entities, windstorm or other casualtyincluding, without limitation, the allocable portion of all salaries and wages, benefits and overhead of such employees; (iv) any constructionall costs of borrowed money, repair or maintenance expenses or obligations that are taxes and assessments on the sole responsibility of Property and other taxes applicable to the Lessor (not to be reimbursed by the Lessee), AHP Entities; (v) leasing commissions legal, accounting, audit, brokerage, and other fees; (vi) fees and expenses paid to independent contractors, mortgage bankers, real estate brokers, and other agents; (vii) costs of leasing, acquiring, owning, constructing, improving, operating, and disposing of the Property; (viii) expenses incurred in connection with the construction, alteration, maintenance, repair, remodeling, refurbishment, leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary and operation of the Lessor Property; (ix) all expenses incurred in connection with the maintenance of the AHP Entities’ books and records, the preparation and dissemination of reports, tax returns or other information to the stockholders of the Company and the making of Distributions to the stockholders of the Company; (x) expenses incurred in preparing and filing reports or other information with appropriate regulatory agencies, including, without limitation, the SEC; (xi) expenses of insurance as required in connection with the business of the AHP Entities, other than any insurance insuring the Manager against losses for which it is not entitled to be indemnified under Article 15; (xii) costs incurred in connection with any litigation in which the AHP Entities may become involved, or any examination, investigation, or other proceedings conducted by any regulatory agency, including legal and accounting fees; (xiii) the actual costs of goods and materials used by or for the AHP Entities; (xiv) the costs of services that could be performed directly for the AHP Entities by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and duplicating services but which are in fact performed by the Manager or its Affiliates, but not in excess of the amount amounts which the AHP Entities would otherwise be paid required to pay to independent parties for comparable services in the absence same geographic locale; (xv) expenses of such relationshiprevising, amending, modifying, or terminating this Agreement; (xvi) all other costs and expenses incurred in connection with the AHP Entities’ business, including travel to and from the Property; and (viixvii) all other costs and expenses incurred in connection with the business of items and services for which the Lessee reimburses or pays any third persons directlyAHP Entities exclusive of those set forth in Section 9.02.

Operating Expenses. It is Commencing on the intention of Phase 1 Commencement Date and continuing throughout the partiesLease Term, and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent to Landlord, as Additional Rent, Tenant’s Proportionate Share (100%with respect to the Phase 1 Premises), as set forth in Section 1(a)(4), of operating expenses. Tenant’s obligation to commence paying Tenant’s Proportionate Share of operating expenses with respect to each subsequent phase of the Demised Premises shall commence on the applicable commencement date for each such phase, which commencement dates are more particularly described in Section 1(a) of 6 above. The term “operating expenses” shall mean any and all Operating Expenses as hereafter defined expenses incurred by Landlord in connection with owning, managing, operating, maintaining, servicing, insuring and repairing the Building, including but not limited to: (1) wages and salaries of all employees engaged in the management, operation or maintenance of the Building, including taxes, insurance and benefits relating hereto; (2) all supplies, materials, equipment and tools used in the operation or maintenance of the Building; (3) cost of all maintenance and service agreements for the entire term Building and the equipment therein, including but not limited to controlled access and energy management services, window cleaning and elevator maintenance; (4) cost of all insurance relating to the Building, including the cost of casualty, liability and rent loss insurance applicable to the Building and Landlord’s personal property used in connection therewith; (5) general and special repairs and maintenance; (6) management fees (not to exceed 3% of the gross revenues of the Building); (7) legal, accounting, auditing and other professional fees; (8) the cost of any additional services not provided to the Building at the Commencement Date of the Lease Term, but thereafter provided by Landlord in the prudent management of the Building; (9) intentionally deleted; (10) costs for ​ char service and cleaning supplies; (11) costs for utility services such as electricity, gas, water and sewage, including the cost of heating and cooling the Building; (12) the cost of any capital improvements or alterations made to the Building after the Commencement Date, that reduce other operating expenses, or which are required under any governmental law or regulation that was not applicable to the Building at the time it was constructed, such cost to be amortized over such reasonable period as Landlord shall determine, together with interest on the unamortized balance at the rate paid by Landlord on funds borrowed for the purposes of constructing said capital improvements (or, in the event that Landlord elects not to borrow funds to construct such capital improvements, at the rate that Landlord would have paid had it borrowed funds for the purpose of constructing said improvements); (13) transportation district fees, parking district fees, and the cost of other amenities required by law; (14) cost of onsite Building management office expenses and directly allocable offsite management expenses, including telephone, rent, stationery and supplies; (15) costs of all elevator and escalator (if installed in the Building) maintenance and operation; (16) cost of providing security; (17) cost of providing garbage and snow removal and pest control; (18) cost of decoration of common areas; (19) cost of landscaping; (20) cost of maintenance and operation of the parking area; (21) costs and fees charged and/or assessed in connection with any business improvement district that is applicable to the Building; (22) the cost of operating, replacing, modifying and/or adding improvements or equipment mandated by any law, statute, regulation or directive of any governmental agency and any thereof repairs or removals necessitated thereby (including, but not limited to, the cost of complying with the Americans With Disabilities Act and regulations of the Occupational Safety and Health Administration) not otherwise required due to requirements relating specifically to any other tenant of the Building; (23) payments made by Landlord under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the payment or sharing of costs among property owners; (24) any business property taxes or personal property taxes imposed upon the fixtures, machinery, equipment, furniture and personal property used in connection with the operation of the Building; (25) the cost of all business licenses, including Business Professional and Occupational License Taxes and Business Improvements Districts Taxes, any gross receipt taxes based on rental income or other payments received by Landlord, commercial rental taxes or any similar taxes or fees; (26) transportation taxes, fees or assessments, including but not limited to, mass transportation fees, metrorail fees, trip fees, regional and transportation district fees; (27) all costs and expenses associated with or related to the implementation by Landlord of any transportation demand management program or similar program; (28) fees assessed by any air quality management district or other governmental or quasi-governmental entity regulating pollution; (29) the cost of any other service provided by Landlord or any cost that is elsewhere stated in this Lease to be an “operating expense”; (30) operating expenses incurred in connection with the Project to the extent that they are attributable to the Building; (31) a reasonable rental rate and all other costs for the operation and maintenance of a fitness facility; and (32) a reasonable rental rate and all other costs for the operation and maintenance of a conference facility. Real Property Taxes (as defined in Section 5 hereof) shall be paid in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, Section 5 below and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the not be included in operating expenses. The Lessor Landlord shall be responsible have the right but not the obligation, from time to time, to equitably allocate some or all of the operating expenses among different tenants of the Project or among the different buildings which comprise the Project (the “Cost Pools”), which buildings contain approximately 287,603 total square feet. As of the date hereof, the operating expenses for maintenance of yard, repair of equipment due the Project are allocated as follows: (i) 44.64% to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇'s obligations in relation thereto, shall not include ▇ (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises128,394 square feet); (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, 28.91% to the building located at ​ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (83,142 square feet); (iii) repair costs occasioned by fire, windstorm or other casualty, 26.33% to the building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (75,719 square feet); and (iv) .12% to the café (347 square feet). Landlord shall have the right, from time to time, to change the forgoing allocations, provided in no event shall any constructionsuch changed allocation change the initial allocations to any building by more than two percent (2%). Such Cost Pools may include, repair or maintenance but shall not be limited to, the office space tenants of the Project and the retail space tenants of the Project. Notwithstanding anything in this Lease to the contrary, the preceding list is for definitional purposes only and shall not impose any obligation upon Landlord to incur such expenses or obligations that are the sole responsibility provide such services. “Operating expenses” shall not include any of the Lessor (not following, except to be reimbursed by the Lessee), (v) extent that such costs and expenses are included in operating expenses as described above: costs of painting or decorating tenant space; leasing commissions brokerage commissions; interest and other expenses incurred in connection with leasing any other area located on amortization of mortgages; ground rent; the premises costs of special services or utilities separately charged to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary individual tenants of the Lessor which is in excess Building, income taxes incurred by Landlord with respect to the Building or the Project, depreciation and amortization of the amount which would be paid in the absence of such relationshipBuilding, costs and (vii) costs of items and services fines incurred because Landlord or another tenant violated any law or other legal requirements or failed to timely pay a bill, any item for which the Lessee reimburses Landlord is reimbursed by insurance, fees with respect to any loan on the Building, costs of enforcing leases against tenants of the Building, any bad debt loss, rent loss or pays reserves for same. Notwithstanding any third persons directlyother provision herein to the contrary, it is agreed that in the event the Building is not fully occupied during any calendar year, an adjustment shall be made in computing the operating expenses for such year so that the operating expenses shall be computed for such year as though the Building had been ninety-five (95%) percent occupied during such year. In the event that specific tenants are billed directly for certain charges normally covered under operating expenses, Tenant’s pro rata share will be appropriately adjusted.

Operating Expenses. It is the intention Section 4.02 of the partiesLease is hereby amended by adding the following at the end thereof: "Operating Expenses shall exclude the following: (i) Any ground lease rental; (ii) Costs of capital improvements, replacements or equipment and they hereby agreeany depreciation or amortization expenses thereon, that this except to the extent (A) reasonably intended to produce a reduction in Operating Expenses, (B) required by any Laws, or for health or safety purposes, (C) for commercially reasonable improvements to or replacements of any components of the Common Areas, which costs shall be uniformly applied to all tenants of the Project, or (D) for reimbursement of the 2012 Unit as described in Section VI.C above. (iii) Rentals for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would constitute a triple net Leasecapital improvement excluded in clause (ii) above; (iv) Costs incurred by Lessor for the maintenance of, or the repair of damage to, the Building, Project and/or Property, to the extent that Lessor is reimbursed by insurance proceeds or directly by Lessees; (v) Costs, including permit, license and the Lessor shall have no obligation to provide any servicesinspection costs, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever incurred with respect to the Premisesinstallation of Lessee or other occupant improvements made for Lessees or other occupants in the Building, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) the Project and/or the Property or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for or the premises of any and all Operating Expenses as hereafter defined for the entire term other Lessees or other occupants of the Lease Building; (vi) Marketing costs, including leasing comm1ss1ons, attorneys' fees in connection with the negotiation and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee preparation or enforcement of operating and maintaining the Premises and related parking areasletters, and shall includedeal memos, without limitationletters of intent, electricityleases, watersubleases and/or assignments, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating space planning costs, and ▇▇▇▇▇▇'s obligations other costs and expenses incurred in relation theretoconnection with lease, shall not include sublease and/or assignment negotiations and transactions with present or prospective Lessees or other occupants of the Building, Project or the Property; (ivii) Costs incurred by Lessor due to the violation by Lessor of the terms and conditions of any expense chargeable to a capital account lease of space in the Building or capital improvementthe Project; (viii) interest, ground leases; principal principal, points and fees on debt or interest amortization payments on any mortgage or deed of trust or any other debt instrument encumbering the Building, Project or Property or the land on which the premises; Building or Project is situated; (iiix) any amount Except for which Lessor is reimbursed through insurancemaking repairs or keeping permanent systems in operation while repairs are being made, or by third personsrentals and other related expenses incurred in leasing air conditioning systems, (iii) repair costs occasioned by fire, windstorm elevators or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not equipment ordinarily considered to be reimbursed by the Lesseeof a capital nature; {2095-0217/00122181;3} (x) Advertising and promotional expenditures (except for retail property promotions), ; (vxi) leasing commissions and other expenses Costs incurred in connection with leasing any upgrading the Building, Project or Property to comply with disability, life, fire and safety codes in effect prior to the issuance of the temporary certificate of occupancy for the Building; (xii) Interest, fines or penalties incurred as a result of Lessor's failure to make payments when due unless such failure is commercially reasonable under the circumstances; (xiii) Costs arising from Lessor's charitable or political contributions; (xiv) The depreciation of the Building and other area located real property structures on the premises Property; (xv) Lessor's general corporate overhead and general administrative expenses not related to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary the operation of the Lessor which is in excess of Building or the amount which would be paid in the absence of such relationshipProject; (xvi) Any bad debt loss, and (vii) costs of items and services rent loss or reserves for which the Lessee reimburses bad debts or pays any third persons directlyrent loss, or reserves for equipment or capital replacement."

Operating Expenses. It is Subject to the intention limitations set forth in Section 9.02, the AHP Entities shall pay directly, or reimburse the Manager as the case may be, for all of the parties, costs and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term expenses of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areasAHP Entities’ operations, and shall includeincluding, without limitation, electricity, water, waste disposal, sewage, operating materials the following costs and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include : (i) any expense chargeable all Organization and Offering Expenses advanced or otherwise paid by the Manager, up to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed maximum aggregate amount of trust on 5.0% of the premisesgross proceeds from the sale of Shares in the Initial Public Offering; (ii) any amount for which Lessor is reimbursed through insurance, all Acquisition Expenses advanced or otherwise paid by third persons, the Manager; (iii) repair all costs occasioned of personnel employed by firethe Manager or its Affiliates directly involved in the business of the AHP Entities, windstorm or other casualtyincluding, without limitation, the allocable portion of all salaries and wages, benefits and overhead of such employees; (iv) any constructionall costs of borrowed money, repair or maintenance expenses or obligations that are taxes and assessments on the sole responsibility of Property and other taxes applicable to the Lessor (not to be reimbursed by the Lessee), AHP Entities; (v) leasing commissions legal, accounting, audit, brokerage, and other fees; (vi) fees and expenses paid to independent contractors, mortgage bankers, real estate brokers, and other agents; (vii) costs of leasing, acquiring, owning, constructing, improving, operating, and disposing of the Property; (viii) expenses incurred in connection with the construction, alteration, maintenance, repair, remodeling, refurbishment, leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary and operation of the Lessor Property; (ix) all expenses incurred in connection with the maintenance of the AHP Entities’ books and records, the preparation and dissemination of reports, tax returns or other information to the stockholders of the Company and the making of Distributions to the stockholders of the Company; (x) expenses incurred in preparing and filing reports or other information with appropriate regulatory agencies, including, without limitation, the SEC; (xi) expenses of insurance as required in connection with the business of the AHP Entities, other than any insurance insuring the Manager against losses for which it is not entitled to be indemnified under Article 15; (xii) costs incurred in connection with any litigation in which the AHP Entities may become involved, or any examination, investigation, or other proceedings conducted by any regulatory agency, including legal and accounting fees; (xiii) the actual costs of goods and materials used by or for the AHP Entities; (xiv) the costs of services that could be performed directly for the AHP Entities by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and duplicating services but which are in fact performed by the Manager or its Affiliates, but not in excess of the amount amounts which the AHP Entities would otherwise be paid required to pay to independent parties for comparable services in the absence same geographic locale; (xv) expenses of such relationshiprevising, amending, modifying, or terminating this Agreement; (xvi) all other costs and expenses incurred in connection with the AHP Entities’ business, including travel to and from the Property; and (viixvii) all other costs and expenses incurred in connection with the business of items and services for which the Lessee reimburses or pays any third persons directlyAHP Entities exclusive of those set forth in Section 9.02.

Operating Expenses. It is the intention of the parties, The term "Operating Expenses" shall mean all costs and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts expenses paid or pay any expenses, charges, obligations or costs of any kind whatsoever incurred with respect to the Premisesownership, repair, replacement, restoration, maintenance and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term operation of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areasProperty, and shall includeincluding, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include following: (i) any expense chargeable services provided directly by employees of Landlord or Landlord's managing agent (the "Agent") in connection with the operation, maintenance or rendition of other services to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on for the premisesProperty; (ii) any amount for which Lessor is reimbursed through insuranceto the extent not separately metered, billed, or by third personsfurnished, all charges for utilities and services furnished to either or both of the Property and the Premises (including, without limitation, the Common Areas [as hereinafter defined]), together with any taxes on such utilities; (iii) repair costs occasioned by fire, windstorm or other all premiums for casualty, (iv) any constructionworkers' compensation, repair or maintenance expenses or obligations that are liability, boiler, flood and all other types of insurance provided by Landlord and relating to the sole responsibility of the Lessor (not to be reimbursed by the Lessee)Property, (v) leasing commissions and other expenses all third party administrative costs incurred in connection with leasing the procurement and implementation of such insurance policies, and all deductibles paid by Landlord pursuant to insurance policies required to be maintained by Landlord under this Lease; (iv) the cost of all supplies, tools, materials and equipment utilized in the ownership and operation of the Property, and sales and other taxes thereon; (v) amounts charged (including, without limitation, those costs and expenses set forth in Section 13.2(i) below) by any other area located on or all of contractors, materialmen and suppliers for services, materials and supplies furnished to Landlord in connection with any or all of the premises to operation, repair and maintenance of any other partypart of the Property, including, without limitation, the structural elements of the Property and the Common Areas; (vi) any expense representing an amount paid reasonable and customary management fees to an affiliate Landlord or subsidiary Agent or other persons or management entities actually involved in the management and operation of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and Property; (vii) costs any capital improvements made by, or on behalf of, Landlord to the Property that are either or both (a) designed to reduce Operating Expenses and (b) required to keep the Property in compliance with all governmental laws, rules and regulations applicable thereto, from time to time, the cost of items which capital improvements shall be reasonably amortized by Landlord over the useful life of the improvement, in accordance with generally accepted accounting principles; (viii) all professional fees incurred in connection with the operation, management and services for which maintenance of the Lessee reimburses or pays any third persons directlyProperty; and (ix) Taxes, as hereinafter defined in Section 3.1.

Operating Expenses. It is Notwithstanding anything to the intention contrary contained in Paragraph 4.2 of the partiesLease Agreement, the term "Operating Expenses" shall not include: (a) the cost of labor and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever employees with respect to any employee above the Premiseslevel of building manager; (b) the cost of labor and employees with respect to any supervisory or other personnel not located at the Industrial Center on a full-time basis unless such costs are appropriately allocated between the Industrial Center and the other responsibilities of such personnel; (c) the cost of fixturing, furnishing, painting or decorating any leasable space in the Industrial Center; (d) the cost of any "tenant allowances", "tenant concessions", and ▇▇▇▇▇▇ hereby agrees any alterations, improvements, or replacements made to pay one hundred percent leasable space in the Industrial Center; (100%e) cost of any leasehold improvements and all Operating Expenses other preparations for occupancy made for specific lessees; (f) amounts paid for legal, brokerage or other professional services in connection with the leasing of space or in connection with relationships or disputes with lessees, former lessees, prospective lessees or other occupants; (g) depreciation and other non-cash charges (except as hereafter defined for the entire term hereinafter provided); (h) interest on or amortization of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include debts; (i) any expense chargeable to a capital account financing or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premisesrefinancing costs; (iij) brokerage commissions; (k) cost of any amount work or services performed or furnished to any tenant to the extent that same is, can be or would customarily be reimbursed to Lessor or a third party; (l) the cost of completion of the Building and any other improvements to the Industrial Center; (m) the cost of correcting any defects in construction; (n) expenses for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to will be reimbursed by insurance proceeds or condemnation awards; (o) advertising and promotional expenses; (p) income, transfer, inheritance and franchise taxes; (q) expenses in the Lesseenature of interest, fines and penalties; (r) expenses which are properly allocable to property other than the Industrial Center are located; (s) rent, additional rent and other charges payable under any ground lease or any lease superior to this Lease; (t) the cost of installing, operating and maintaining any specialty service such as an observatory, parking facility (unless parking is without charge for all lessees and their employees and guests), a restaurant or luncheon, athletic or recreational club; (u) any insurance premium to the extent that the cost thereof is reimbursed by any tenant or other party; (v) leasing commissions any management or similar fee in excess of the customary fee for a similar property located in the vicinity of the Industrial Center; (w) any costs or other sums paid to any person or entity related to or affiliated with Lessor to the extent that same exceeds the reasonable and customary cost thereof; (x) any repairs, replacements or other expenses resulting from the negligence or misconduct of Lessor or its employees or agents; (y) the cost of any electricity or other utilities furnished to any leasable space; (z) accounting fees incurred in connection with leasing any the preparation of financial statements, tax returns and other area located on the premises to any other party, documents and information for Lessor or its mortgagees; (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (viiaa) costs of items repairs or replacements incurred due to casualty or condemnation; (bb) costs in connection with services (including electricity), items, or other benefits of a type which are not standard for the Industrial Center and services for which are not available to Lessee without specific charge therefor, but which are provided to another tenant or occupant of the Lessee reimburses Industrial Center, whether or pays not such other tenant or occupant is specifically charged therefor by Lessor; (cc) compensation paid to clerks, attendants or other persons in commercial concessions (such as snack bars, restaurant or newsstand), if any, operated by Lessor or any third persons directly.subsidiary, affiliate or agent of Lessor; (dd) rentals and other related

Operating Expenses. It is The term “Operating Expenses” shall mean any and all costs, charges or expenses incurred in connection with the intention ownership, management, administration, repair, operation and/or maintenance of the partiesProperty. Operating Expenses include, but are not limited to, the following: (i) wages, salaries and fees of all employees and contractors, including, without limitation, any on-site management agent and staff, whether employed or engaged by Landlord or the Building’s management company, in connection with the operation, maintenance, repair, administration, security, cleaning or other work or services for the Building, the Property, or any portion thereof, and they hereby agreeall costs related to or associated with such employees and contractors or the carrying out of their duties, that this shall be a triple net Leaseincluding, without limitation, costs and expenses of uniforms, uniform dry cleaning, taxes, auto allowances, insurance and benefits (including, without limitation, contributions to pension and/or profit sharing plans, vacation and other paid absences); (ii) costs and expenses of all tools, supplies, equipment and materials, including, without limitation, stationery, maintenance tools and supplies, janitorial tools and supplies and lighting tools and supplies, used in the operation, cleaning, management, repair or maintenance of the Property; (iii) costs, expenses and charges of all utilities, including, without limitation, telephone (including all costs and expenses of telephone service for the alarm system, if any), water, sewer, power, gas, lighting, and HVAC for the Lessor shall have no obligation to provide any servicesProperty, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect except to the Premisesextent such utilities are charged directly to and paid in full directly by a tenant of the Building (but such expenses may be included in Operating Expenses for purposes of grossing up Operating Expenses); (iv) Landlord’s Insurance Costs; (v) costs, expenses and charges of all repairs to the Building or other portions of the Property, including, without limitation, interior, exterior, structural and non-structural repairs, and regardless of whether foreseen or unforeseen, repairing and resurfacing the exterior surfaces of the Building (including roof), repairing and resurfacing paved areas, repairing structural parts of the Building, and repairing and replacing, when necessary, electrical, plumbing, heating, ventilating and air conditioning systems serving the Building, and common elements such as elevators, stair ▇▇▇▇▇▇ hereby agrees to pay one hundred percent , and lobbies and Common Areas; (100%vi) costs, expenses and charges of any and all Operating Expenses as hereafter defined for the entire term maintenance of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee Building or other portions of operating and maintaining the Premises and related parking areasProperty, and shall includeincluding, without limitation, electricitypainting, waterlandscaping, waste disposalgrounds keeping and the patching, sewagepainting, resurfacing and restriping of driveways, parking lots and/or other types of parking facilities; (vii) a market rate management fee payable to Landlord or the company or companies managing the Building including, without limitation, separate fees for security, energy management services and the parking facilities, if any; (viii) costs, expenses and charges of all maintenance, operation and service agreements for the Building or relating to any other portions of the Property, and any equipment related thereto, including, without limitation, costs, expenses and charges under or for service and/or maintenance agreements for janitorial service, trash removal, window cleaning and the sprinkler and security systems in the Building, if any, (ix) accounting and legal fees incurred in connection with the operation, management, repair and/or maintenance of the Property or related thereto; (x) costs, expenses and charges of additional services not provided to the Property at the Lease Commencement Date but thereafter provided; (xi) all computer rentals for energy management or security monitoring systems, if any; (xii) rental and/or purchase costs of parts, supplies, tools, equipment and other personal property, including, without limitation, the replacement cost thereof, and, if Landlord elects, depreciation of personal property on a straight line basis; (xiii) payments, charges and fees imposed under any easement, license, operating materials agreement, development agreement, declaration, restrictive covenant, reciprocal easement agreement, community association agreement, or other instrument or covenant relating to the sharing of costs with respect to the Property, or any portion thereof, whether recorded against or otherwise affecting the Property, or any portion thereof, whether existing as of the Effective Date or hereafter created; (xiv) permit, license and supplies, service agreements inspection costs; (xv) costs of employee shuttles and charges, minor other transportation management efforts; and (xvi) the cost of capital repairs, cleaning and custodiallike-kind replacements, securityor the cost of capital improvements made to the Building, insurancethe Property or any portion thereof that (x) are intended as a labor-saving device or to effect other economies in the maintenance or operation of all or a part of the Property or to reduce Real Property Taxes, and all other direct operating costs or (y) are required under any governmental law, rule, order or regulation or (z) needed periodically to maintain the appearance or performance of operating and maintaining the Premises and related parking areas, unless expressly excluded from Property or its quality. All such capital expenditures may be amortized (including interest on the operating expenses. The Lessor shall be responsible for maintenance unamortized cost at the rate which is the greater of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ten percent (10%) per annum or ▇▇▇▇▇▇'s obligations ▇ Prime Plus Two over their useful life, as determined by Landlord; provided that if applicable Law imposes a limitation on the interest imposed by Landlord on the unamortized cost of such capital expenditures, then the applicable interest shall be deemed to be the maximum rate permitted by applicable Law. If Landlord incurs Operating Expenses for the Property together with one or more other buildings or properties of Landlord, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shares, costs and expenses shall be apportioned among the Property and the other buildings or properties in relation theretoa commercially reasonable manner selected by Landlord. If the occupancy of the Building, during any calendar year (including the Base Year) is less than ninety-five percent (95%), Landlord shall make adjustments to the variable components of Operating Expenses for that calendar year, as reasonably determined by Landlord to determine the amount of Operating Expenses that would have been incurred had the Building been ninety-five percent (95%) occupied. Such adjusted variable components of Operating Expenses and the other Operating Expenses will be considered to have been the amount of Operating Expenses for that calendar year for purposes of calculating Tenant’s Building Share of Operating Expense Increase. For purposes hereunder, the term “variable components” includes only those components of Operating Expenses that are affected by variations in occupancy levels as determined by Landlord. Notwithstanding anything to the contrary contained in this Lease, Operating Expenses shall not include the following (i) provided that Landlord reserves the right to charge such costs directly to Tenant to the extent any expense chargeable to a capital account of the following are caused by the actions or capital improvement, ground leases; principal or interest payments on any mortgage or deed inactions of trust on the premises; (ii) any amount for which Lessor is reimbursed through insuranceTenant, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are result from the sole responsibility failure of Tenant to comply with the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary terms of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directly.this Lease):

Operating Expenses. 4.1. It is specifically understood and agreed by and between Landlord and Tenant that all rent payable by Tenant to Landlord pursuant to Article III is “net” rent. Accordingly, Tenant shall pay, in addition to all rent payable by Tenant to Landlord pursuant to Article III hereof, all Operating Expenses. 4.2. For the intention purposes of this Lease, “Operating Expenses” shall be defined as all costs and expenses related to the leased property and to the operation of the partiesBusiness, including, but not limited to: all real and personal property taxes and assessments; all gaming and business license fees or taxes; all other federal, state and local taxes incurred as the result of Tenant’s operations under the Lease; all utilities consumed or used in or upon the Real Property; all employee wages, unemployment compensation premiums or contributions, and they hereby agree, that this shall be a triple net payroll and other employment taxes incurred during the term of the Lease, including without limitation wages of Employees and the Lessor shall have no obligation executive compensation to provide any servicesTenant’s chief executive officer, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever president and chief operating officer; all premiums and other contributions with respect to Landlord’s welfare plans; and Assumed Contracts, provided, however that Landlord and Tenant have agreed that those costs and expenses required by applicable federal tax laws or generally accepted accounting principals, evenly applied, to be amortized over a period of years rather than expensed in the Premises, year incurred and ▇▇▇▇▇▇ hereby agrees which were approved by Landlord pursuant to pay one hundred percent (100%) Section 7.2 are not Operating Expenses and shall be the sole expense of Landlord; and further provided that “Operating Expenses” shall specifically exclude any and all liability related to chips, tokens and other money substitutes, players club and other discounts, in each case not issued by Tenant. 4.3. Tenant shall pay from the Operating Accounts any increases in the Operating Expenses as hereafter defined for during the entire term of the this Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs new or additional taxes, assessments, levies or penalties which may be imposed against Tenant or the leased property or otherwise pertaining to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility operation of the Lessor (not to be reimbursed Business by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary Tenant during term of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlythis Lease.

Operating Expenses. It is All costs, expenses and disbursements of every kind and nature which Landlord shall pay or become obligated to pay in connection with the intention ownership, management, operation, maintenance, replacement and repair of the parties, and they hereby agree, that this shall be a triple net Lease, and Property (including the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs amortized portion of any kind whatsoever capital expenditure or improvement, together with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forthinterest thereon). The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall not include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvementcosts of alterations and decorations of the premises of tenants of the Building, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount costs of capital improvements to the Building (except for which Lessor is reimbursed through insurance, amortized portion of capital improvements (together with interest thereon) installed for the purpose of reducing or by third personscontrolling Operating Expenses or complying with applicable Laws), (iii) repair costs occasioned by fire, windstorm or other casualtydepreciation charges, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor interest and principal payments on loans (not except for loans for capital improvements which Landlord is allowed to be reimbursed by the Lesseeinclude in Operating Expenses as provided above), (v) ground rental payments, (vi) real estate brokerage and leasing commissions commissions, (vii) advertising and marketing expenses, (viii) expenses incurred in negotiating leases of other expenses tenants in the Building or enforcing lease obligations of other tenants in the Building, (ix) Landlord’s or Landlord’s property manager’s corporate general overhead or corporate general administrative expenses, (x) the cost of electrical energy furnished directly to tenants of the Property and paid for by such tenants directly to the provider of such electrical energy, (xi) salaries or fringe benefits of personnel above the grade of Building Manager, (xii) the cost of any items to the extent to which such cost is reimbursed to Landlord by tenants of the Property (other than by virtue of the pass-throughs of “Operating Expenses” to tenants of the Building), insurance or condemnation proceeds or third parties, (xiii) costs incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary making of repairs which are the obligation of another tenant of the Lessor which is in excess of the amount which would be paid in the absence of such relationshipBuilding, and (viixiv) costs incurred by Landlord as a result of items and services for which Landlord’s breach of this Lease or any other lease with a tenant of the Lessee reimburses or pays Property. If any third persons directlyOperating Expense, though paid in one year, relates to more than one calendar year, at option of Landlord such expense may be proportionately allocated among such related calendar years.

Operating Expenses. It is Expenses, costs and liabilities incurred in connection with the intention operation of the parties, and they hereby agree, that this shall be a triple net Lease, Partnership and the Lessor shall have no obligation to provide any servicesProject and the performance by the General Partner, perform any acts the Partnership and their respective Affiliates of their respective obligations under this Agreement including, (i) costs and liabilities incurred in connection with litigation or pay any other extraordinary events, D&O liability and other insurance and indemnity expenses, charges(ii) all taxes, obligations or costs of any kind whatsoever with respect fees and other governmental charges payable by the Partnership, expenses incidental to the Premisestransfer, servicing and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined accounting for the entire term Partnership’s cash and Securities, including all charges of the Lease depositories and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurancecustodians, and all other direct operating costs of operating and maintaining expenses incurred by the Premises and related parking areas, unless expressly excluded from General Partner in its capacity as the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding Partnership’s “tax matters partner” (as defined under the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insuranceCode), or by third personsa similar role under applicable state or local tax law, as provided under Section 8.4(c) hereof, (iii) repair all expenses and costs occasioned incurred by fire, windstorm the General Partner in performing its duties and obligations hereunder or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are in otherwise managing the sole responsibility operations of the Lessor Project (not to be reimbursed by including the Lessee), (v) leasing commissions costs and other expenses incurred in connection with leasing any the site visits, reviews of operational performances, and meetings with customers and vendors by the Partners, and the costs of employees of the General Partner or its Affiliates seconded to, or who devote substantial time to, the administration or management of the Project (including the installation of the pollution control retrofit)), (iv) brokerage commissions, custodial expenses, appraisal fees and other area located on investment costs actually incurred in connection with the premises to any other partyProject, (v) expenses of liquidating the Partnership, (vi) any expense representing an amount paid to an affiliate or subsidiary expenses incurred in connection with the maintenance of the Lessor which is Partnership’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Partnership (including fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports required by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in excess connection with such books and records and statements) and other routine administrative expenses of the amount which would be paid in Partnership, including, but not limited to, the absence cost of such relationshipthe preparation of Returns, cash management expenses and insurance and legal expenses, and (vii) costs all expenses, including interest, incurred in connection with any indebtedness of items the Partnership, shall in each case be borne by the Partnership, and services for which to the Lessee reimburses or pays any third persons directlyextent practicable (as determined by the General Partner), shall be paid directly by the Partnership.

Operating Expenses. It is the intention (a) Operating Expenses. "Operating Expenses", as used in this Sublease, ------------------ shall mean any and all expenses of the partiesevery kind, both fixed and they hereby agreevariable and including, that this shall be a triple net Leasewithout limitation, any and the Lessor shall have no obligation to provide any servicesall federal, perform any acts state and local taxes (except income taxes), fees and assessments now or pay any expenseshereafter existing, charges, obligations or costs of any kind whatsoever as are incurred with respect to the Premisesownership, management, operation, or maintenance of the Building, the surface parking area immediately adjacent to the Building, all appurtenances, and ▇▇▇▇▇▇ hereby agrees any expenses under the Prime Lease or the Intermediate Lease to pay one hundred percent (100%) the extent any expenses under the Prime Lease or the Intermediate Lease increase after the date of any this Sublease, all as recorded on an accrual basis and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forthaccepted principles of sound management and expense control and accounting practices applicable to first-class office building complexes. The term Provided, however, in no event shall Operating Expenses shall include all costs include: (i) the cost of any service (e.g., electricity) that GECC sells to Lessee of operating MAPICS and maintaining the Premises and related parking areas, and shall includefor which GECC is entitled to be reimbursed by MAPICS; (ii) leasing/brokerage commissions (including, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations those set forth in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lesseeparagraph 22 below), (v) leasing commissions attorneys' fees and other costs and expenses incurred in connection with leasing negotiations or disputes with tenants or other occupants of the Building or prospective tenants; (iii) the cost of any work (such as preparing a tenant's space for occupancy, including painting and decorating) or service (such as separately metered electricity) performed for any specific tenant (including MAPICS) of the Building (as distinguished from work or services performed generally for all tenants); (iv) management fees in excess of four percent (4%) of gross annual collections for the Building; (v) any other area located on interest or amortization of debt; (vi) compensation paid to clerks or attendants in the premises to cafeteria, concessions or newsstands; (vii) any cost or expense for which GECC is separately reimbursed or for which GECC receives a credit from any other party, (vi) any expense representing an amount paid to an affiliate such as casualty or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directly.condemnation proceeds;

Operating Expenses. It is the intention Section 4.02 of the partiesLease is hereby amended by adding the following at the end thereof: “Operating Expenses shall exclude the following: (i) Any ground lease rental; (ii) Costs of capital improvements, replacements or equipment and they hereby agreeany depreciation or amortization expenses thereon, that this except to the extent (A) reasonably intended to produce a reduction in Operating Expenses, (B) required by any Laws, or for health or safety purposes, (C) for commercially reasonable improvements to or replacements of any components of the Common Areas, which costs shall be uniformly applied to all tenants of the Project, or (D) for reimbursement of the 2012 Unit as described in Section VI.C above. (iii) Rentals for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would constitute a triple net Leasecapital improvement excluded in clause (ii) above; (iv) Costs incurred by Lessor for the maintenance of, or the repair of damage to, the Building, Project and/or Property, to the extent that Lessor is reimbursed by insurance proceeds or directly by Lessees; (v) Costs, including permit, license and the Lessor shall have no obligation to provide any servicesinspection costs, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever incurred with respect to the Premisesinstallation of Lessee or other occupant improvements made for Lessees or other occupants in the Building, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) the Project and/or the Property or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for or the premises of any and all Operating Expenses as hereafter defined for the entire term other Lessees or other occupants of the Lease Building; (vi) Marketing costs, including leasing commissions, attorneys’ fees in connection with the negotiation and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee preparation or enforcement of operating and maintaining the Premises and related parking areasletters, and shall includedeal memos, without limitationletters of intent, electricityleases, watersubleases and/or assignments, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating space planning costs, and ▇▇▇▇▇▇'s obligations other costs and expenses incurred in relation theretoconnection with lease, shall not include sublease and/or assignment negotiations and transactions with present or prospective Lessees or other occupants of the Building, Project or the Property; (ivii) Costs incurred by Lessor due to the violation by Lessor of the terms and conditions of any expense chargeable to a capital account lease of space in the Building or capital improvementthe Project; (viii) interest, ground leases; principal principal, points and fees on debt or interest amortization payments on any mortgage or deed of trust or any other debt instrument encumbering the Building, Project or Property or the land on which the premises; Building or Project is situated; (iiix) any amount Except for which Lessor is reimbursed through insurancemaking repairs or keeping permanent systems in operation while repairs are being made, or by third personsrentals and other related expenses incurred in leasing air conditioning systems, (iii) repair costs occasioned by fire, windstorm elevators or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not equipment ordinarily considered to be reimbursed by the Lesseeof a capital nature; (x) Advertising and promotional expenditures (except for retail property promotions), ; (vxi) leasing commissions and other expenses Costs incurred in connection with leasing any upgrading the Building, Project or Property to comply with disability, life, fire and safety codes in effect prior to the issuance of the temporary certificate of occupancy for the Building; (xii) Interest, fines or penalties incurred as a result of Lessor’s failure to make payments when due unless such failure is commercially reasonable under the circumstances; (xiii) Costs arising from Lessor’s charitable or political contributions; (xiv) The depreciation of the Building and other area located real property structures on the premises Property; (xv) Lessor’s general corporate overhead and general administrative expenses not related to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary the operation of the Lessor which is in excess of Building or the amount which would be paid in the absence of such relationshipProject; (xvi) Any bad debt loss, and (vii) costs of items and services rent loss or reserves for which the Lessee reimburses bad debts or pays any third persons directlyrent loss, or reserves for equipment or capital replacement.”

Operating Expenses. (a) Tenant shall, at its sole cost and expense, operate, manage and maintain the Building and the Land upon which the Building is located, including the landscaped areas and the parking area in accordance with accepted principles of sound management and accounting practices as applied for first-class office buildings, including, without limitation: (i) janitorial labor and supplies; (ii) maintenance, snowplowing, ice removal, repair, replacement and engineering labor and supplies; (iii) Intentionally Deleted; (iv) window cleaning; (v) painting; (vi) security; (vii) trash removal; (viii) Intentionally Deleted; (ix) gas and other fuels, water; (x) landscaping and lawn care; and (xi) parking lot resurfacing. It is understood that the intention Tenant is the sole occupant of the partiesBuilding and responsible for all the Operating Expenses, Impositions (as defined in paragraph 6.01 above), and they hereby agree, that this shall be a triple net Leasefor all utility charges for the Building (as provided in paragraph 4.01, and the Lessor Land upon which the Building is located and the parking areas for the Building. Notwithstanding anything to the contrary, the following expenses shall have no be excluded from Operating Expenses: (a) expenses for any capital improvement made to the Building which do not reduce Operating Expenses; (b) expenses for repairs or other work occasioned by an insured fire or other insured casualty; (c) expenses incurred in leasing or procuring new tenants, including commissions and fees for legal services and advertising; (d) legal expenses incurred in enforcing the terms and conditions of any lease; (e) interest or amortization payments on any mortgage or obligation to provide in the nature of a mortgage; (f) expenses incurred in connection with the maintenance and operation of any servicespay parking area; (g) land rent or ground lease payments, perform any acts or pay any expenses, charges, obligations or if any; (h) costs of any kind whatsoever with respect refinancing; (i) interest or penalties incurred by Landlord’s late payments; (j) cost of art work; (k) net income taxes; (l) capital tax, succession tax, transfer tax, franchise tax, gift or estate tax; (m) costs actually reimbursed through the proceeds of insurance; (n) repairs incurred during the first Lease Year or for items subject to a longer warranty, during the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) warranty coverage period exclusive of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due those items subject to normal wear and tear owned and damage caused by Lessor. Notwithstanding Tenant, its agents, contractors or employees; (o) Roof and sidewalk repairs during the foregoing operating costsinitial term except those caused by Tenant, and ▇▇▇▇▇▇'s obligations in relation theretoits agents, shall not include contractors or employees; (ip) any expense chargeable to a capital account or capital improvement, ground leasesIntentionally Deleted; principal or interest payments on any mortgage or deed of trust on the premises; and (iiq) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm Repairs or other casualtycosts resulting from the negligence or willful misconduct of Landlord, (iv) any constructionits agents, repair contractors or maintenance expenses or obligations that are employees during the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlywarranty coverage period.

Operating Expenses. It is Tenant shall also pay Landlord monthly in advance, without demand, offset, abatement or deduction, as Additional Rent during the intention Lease Term, Tenant’s Proportionate Share of the partiesall costs which Landlord may incur in owning, maintaining, operating, and they hereby agreerepairing (including replacements when repairs are not economically prudent in Landlord’s reasonable discretion) the Building, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any Common Areas and all other improvements within the Project. All such costs are referred to herein as “Operating Expenses as hereafter Expenses” and are hereby defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricitythe following: (a) costs (including without limitation, sales and service taxes) incurred by Landlord in the management of the Project and fulfillment of its obligations under Section 12.B of this Lease; (b) utility charges for Common Areas of the Project and water, waste disposalsewer and any other utility charges not separately metered to a particular tenant in the Building as provided in Section 8 of this Lease; (c) exterior window washing services (if provided); (d) debris, sewagesnow and ice removal; (e) parking lot sweeping, operating materials patching and suppliessealcoating; (f) maintenance, repair and replacement of landscaping, irrigation systems and retaining walls; (g) management fees; (h) wages and benefits payable to employees of Landlord below the level of corporate property manager employed to perform maintenance, operation, repair or replacement work for the Project; (i) all services, tools, equipment, and supplies used for maintaining, operating, repairing or replacing the Project; (j) all real property taxes, installments of special assessments and governmental impositions of any kind whatsoever imposed upon Landlord by reason of its ownership, operation or management of the Premises, including without limitation any administrative fees incurred in connection with property tax appeals equal to no greater than thirty percent (30%) of any property tax savings plus any filing fees, service agreements fees, appraisal fees and chargesexpert witness fees; (k) dues and assessments by means of covenants, minor repairsconditions, cleaning easements or restrictions of record and/or owners’ associations if any, which accrue against the Project during the term of this Lease; (l) all premiums, deductibles, retentions, commissions, service fees and custodialadministrative fees for insurance coverages Landlord is required to carry pursuant to Section 12.C of this Lease or by its lender, securityor that Landlord otherwise deems reasonably necessary to carry, including without limitation, property insurance, commercial general liability insurance, and rent loss insurance; (m) maintenance, repair, monitoring and testing of fire sprinkler systems, storm sewer ponds, wetlands and ground water; (n) the yearly amortization of major non-recurring capital expenditures, costs, repairs, and replacements (including without limitation, improvements Landlord is required to make to the Project pursuant to this Lease, if any, to comply with applicable laws, and installation of any device or equipment which improves the operating efficiency of any system within the Premises or the Project) which shall be amortized over the useful life of the improvement and at an interest rate as reasonably determined by Landlord; and (o) all other direct operating costs expenses which would generally be regarded as operating, repair, replacement and maintenance expenses or Common Area expenses for which Landlord is responsible pursuant to the terms of operating and maintaining leases at the Premises and related parking areas, unless expressly excluded from the operating expensesProject. The Lessor shall be responsible for maintenance of yardforegoing notwithstanding, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, Operating Expenses shall not include include: (i1) costs for any expense chargeable employees above the rank of building manager; (2) leasing commissions and marketing costs related to a capital account leasing or capital improvementreleasing of the Project; (3) payments of principal, ground leases; principal interest, financing or interest refinancing costs on debt or amortization payments on any mortgage or deed underlying ground lease encumbering the Project; (4) Landlord’s franchise or income taxes; (5) depreciation; (6) bad debts, rent loss or reserves for bad debts or rent loss; (7) repairing or replacing any damage caused by condemnation; (8) costs reimbursed to Landlord from insurance proceeds or third parties; (9) costs to correct violation of trust law applicable to the Premises, the Building or the Project on the premisesCommencement Date; (ii10) any amount insurance costs for which Lessor is reimbursed through insurance, or coverage not customarily paid by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are Tenants of similar projects in the sole responsibility vicinity of the Lessor (not to be reimbursed Premises, earthquake insurance premiums, increases in insurance costs caused by the Lessee), activities of another occupant of the Project; (v11) leasing commissions and other expenses costs incurred in connection with leasing the presence of any other area located Hazardous Material, except to the extent caused by the release or emission of the Hazardous Material in question by Tenant; (12) expense reserves; (13) capital improvement and replacement costs, except to the extent amortized over the useful life of the capital item in question; (14) costs for services not provided to Tenant under this Lease; (15) profit or compensation paid or retained by Landlord or its affiliates for management and administration of the Project in excess of 4% of gross Rent; and (16) any portion of any tax or assessment expense or any increase (i) levied on the premises to any other partyLandlord’s rental income, unless such tax or assessment is imposed in lieu of real property taxes, (viii) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be payable if such tax or assessment expense were paid in installments over the absence longest permitted term, (iii) imposed on land and improvements other than the Project, (iv) attributable to Landlord’s net income, inheritance, gift, transfer, estate or state taxes, or (v) resulting from a transfer of such relationship, and (vii) costs improvements of items and services the Project for which the Lessee reimburses or pays any third persons directlysole use of other occupants.

Operating Expenses. It is the intention of the partiesThe Partnership and BHMF GP and its Affiliates shall, and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include Section 4.3(a), pay (or reimburse to the General Partner or its Affiliates) all other costs to Lessee and expenses of operating the Partnership’s activities and maintaining the Premises and related parking areasoperations, and shall include, including without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include following: (i) any expense chargeable Taxes of the Partnership, fees and expenses of professional advisors to a capital account or capital improvementthe Partnership, ground leases; principal or interest payments on any mortgage or deed premiums for insurance (including without limitation error and omissions, directors and officers and other forms of trust on liability insurance (other than the premisescost of liability insurance coverage for the General Partner, its Affiliates and their respective officers, directors, partners, members, shareholders and employees)) protecting the Partnership and the Advisory Committee and litigation costs of the Partnership; (ii) any amount for which Lessor is reimbursed through insuranceadministrative expenses related to the Partnership, or by third personsincluding without limitation, fees and expenses of accountants, lawyers and other professionals incurred in connection with the Partnership’s annual audit, financial reporting, legal opinions and preparation of Tax Returns; (iii) repair the Partnership Proportionate Interest of all fees, costs occasioned by fireand expenses (other than Non‑Reimbursable Expenses) incurred in evaluating, windstorm developing, negotiating, structuring, acquiring, holding, appraising, financing, selling or otherwise disposing of or otherwise dealing with each Venture, each Subsidiary REIT and each Project (or the Partnership’s interest therein) pursued for the Partnership, whether or not the Partnership actually invests therein (including without limitation, travel, legal, accounting, due diligence, projections, valuations and other casualty, fees and out‑of‑pocket expenses related thereto); (iv) any constructionthe Partnership Proportionate Interest of all fees, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions costs and other expenses incurred in connection with leasing any the formation, organization and operation of each Venture, including without limitation, legal and accounting fees and expenses and other area located on the premises fees and out‑of‑pocket expenses related thereto; (v) indemnification expenses incurred pursuant to any other party, Section 9.2; (vi) any expense representing an amount paid to an affiliate or subsidiary expenses associated with meetings of the Lessor which is in excess of the amount which would be paid in the absence of such relationship, Advisory Committee; and (vii) all other customary fees, costs and expenses payable to Persons other than BHMF GP, BHMF REIT or any of items their respective Affiliates (collectively, “Operating Expenses”), provided that such Operating Expenses shall be allocated (A) to the Project or Projects with respect to which such Operating Expenses relate (or if such Operating Expenses relate solely to the Partnership or the Projects generally, then such Operating Expenses shall be allocated to the Projects in proportion to their then current net asset values), and services (B) with respect to each Project with respect to which such Operating Expenses have been allocated, further allocated to (1) the Limited Partner based on its PGGM Proportionate Interest in such Project, and (2) BHMF GP based on the BHMF GP Proportionate Interest in such Project. The General Partner shall have the right pursuant to Section 3.3(a) to issue a Capital Call to the Partners in order to enable the Partnership to pay (or, if applicable, to provide reimburse for) such Operating Expenses. Notwithstanding anything herein to the contrary, (A) the cost of (i) one set of audited financial statements prepared for the Partnership in accordance with Section 13.3 hereof and (ii) one appraisal (prepared by Altus Group Limited or another appraiser acceptable to the Advisory Committee) for each Project performed for the Partnership, in each case in any 12 month period, shall be included in the definition of “Operating Expenses”, shall be allocated to the Partners in the same manner that Operating Expenses are allocated to the Partners, and shall be paid in accordance with Section 4.3(a), and (B) the cost of any audits or appraisals performed for the Partnership at the specific request of the Limited Partner beyond what is set forth in the immediately preceding clause (A) shall be paid for by the Partnership and shall be allocated to the Limited Partner and BHMF GP in accordance with their respective Percentage Interests. For the avoidance of doubt, neither the Partnership nor any Entity in which the Lessee reimburses Partnership owns a direct or pays indirect interest (including a Venture, a Subsidiary REIT, or an entity in which the Partnership owns a direct or indirect interest that itself holds a direct or indirect interest in a Project) shall pay or reimburse BHMF GP or its Affiliates for any third persons directlyDead Deal Costs or for any Non‑Reimbursable Expenses, which costs and expenses are solely for the account of BHMF GP.

Operating Expenses. It is (a) Notwithstanding anything to the intention contrary contained in Section 6, in addition to the exclusions described in Section 6, the following costs and expenses shall be excluded from Operating Expenses: (1) expenses relating to the leasing of space in the partiesProject (including tenant improvements and painting, decorating, Landlord construction allowances or contributions, leasing commissions, rental concessions, and they hereby agree, that this shall be a triple net Lease, and the Lessor shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall include, without limitation, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other advertising expenses incurred in connection with leasing the listing of available space in the Project); (2) legal fees and disbursements incurred for negotiation of leases or enforcement of leases; (3) the cost of utilities in the Project to the extent paid for directly by tenants; (4) expenditures for financing and refinancing and for mortgage debt service or any other area located on cost incurred in respect of any mortgage or other financing of the premises Building or Project; (5) depreciation of the Building or Project and amortization; (6) franchise, transfer, gains, inheritance, estate, mortgage recording, and income taxes imposed upon Landlord; (7) salaries or fringe benefits of personnel above the grade of building manager; (8) capital improvements or replacement of capital items except as otherwise expressly permitted in the Lease; (9) costs for which Landlord receives a credit against any payment due from Landlord to Tenant or any third party costs and expenses otherwise includible in Operating Expenses, to the extent that Landlord is reimbursed from other sources for such costs and expenses; (10) rent and additional rent payable under a ground lease or any other partysuperior lease affecting the Building or Project; (11) costs for which Landlord is actually compensated by insurance proceeds related to a specific Operating Expense item, exclusive of deductibles and costs of collection; (vi12) costs incurred in connection with a sale of all or a portion of the Building or Project or the sale or transfer of any beneficial ownership interest in and to the Landlord and/or the Building or Project or the grant of a ground lease or any other superior lease affecting the Building or Project; (13) any expense representing an amount fee or expenditure paid to an affiliate or subsidiary of the Lessor which is a related party in excess of the amount which would be paid in an arm's length transaction for materials or services of comparable quality (but only to the absence extent of such relationshipexcess); (14) all costs or expenses (including fines, penalties and legal fees) incurred due to any violation by Landlord, its employees, agents or contractors, or any tenant or other occupant of the Project or noncompliance of the Building or Project with, the terms and conditions of any lease or other occupancy agreement pertaining to the Project, or any applicable code, governmental rule, regulation or law; (15) salaries or fringe benefits of personnel not employed exclusively at the Project, to the extent such salaries and benefits relate to work performed outside the Project, as determined on a pro rata basis; (16) any expense fully reimbursed to Landlord by Tenant or any other tenant of the Project, or any expense billed to and paid directly by same for their own account or on Landlord's behalf; (17) advertising and promotional expenditures, and costs of signs in or at the Project identifying the Project, Landlord or any tenant of the Project; (vii18) any bad debt loss, rent loss, or reserves for bad debts or rent loss; (19) costs incurred by Landlord for repairs or replacements to the extent that Landlord is reimbursed under warranties or guarantees; (20) expenses resulting from the gross negligence or willful misconduct of items Landlord or its agents, employees or contractors; and (21) all costs of correcting defects, including any allowances for same, in the construction of the Building (including latent defects) or the Building equipment (or the replacement of defective equipment). (b) For the purpose of determining Tenant's pro rata share of Operating Expenses, Tenant's share of property management fees for the Building shall not exceed three percent (3.0%) per year of the Annual Base Rent and services for which annual Additional Rent due under the Lessee reimburses or pays any third persons directlyLease.

Operating Expenses. It is For purposes of this Article, the intention term "OPERATING EXPENSES" shall mean the sum of (a) Impositions (as defined in Section 5.04 below) and (b) all expenses paid or incurred by Landlord or on Landlord's behalf in respect of the partiesrepair, maintenance and they hereby agreeoperation of the Building, that this shall be a triple net Lease, the Land and the Lessor shall have no obligation curbs, sidewalks and atriums adjoining the same, including, without limitation (i) salaries, wages, medical, surgical, union and general welfare benefits (including, without limitation, group life insurance) and pension payments of employees of Landlord engaged in the repair, operation and maintenance of the Building; (ii) payroll taxes, workmen's compensation, uniforms and related expenses for employees; (iii) the cost of all charges for gas, steam, electricity (determined as if Tenant's Proportionate Share of the Building's electrical service was separately metered to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever Tenant with respect to the PremisesPremises at the electrical utility's current rates for such service), any alternate source of energy, heat, ventilation, air-conditioning, water and ▇▇▇▇▇▇ hereby agrees other utilities furnished to pay one hundred percent the Building (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeincluding, without limitation, electricitythe Common Elements), water, waste disposal, sewage, operating materials and supplies, service agreements and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expenses. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, shall not include (i) together with any expense chargeable to a capital account or capital improvement, ground leasestaxes on such utilities; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility cost of the Lessor (not to be reimbursed by the Lessee), painting; (v) leasing commissions the cost of all charges for rent, casualty, liability and fidelity insurance with regard to the Building and the maintenance and/or operation thereof; (vi) the cost of the purchase or rental of all supplies (including, without limitation, cleaning supplies), tools, materials and equipment, and sales and other taxes thereon; (vii) depreciation of hand tools and other movable equipment used in the repair, maintenance or operation of the Building; (viii) the cost of all charges for window and other cleaning and janitorial and security services, plant and landscaping service, plantings and replantings, elevator maintenance and repair, ice and snow removal and trash removal; (ix) charges of independent contractors; (x) repairs and replacements made by Landlord at its expense; (xi) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies; (xii) a management fee equal to the greater of five (5%) percent of the gross income derived from the Building or the amount which is not in excess of the then prevailing rates for management fees of other first class office buildings in the City of Hartford, Connecticut; (xiii) that portion of the cost of any capital expenditures for repair or replacement of any Building element (which expenses are not chargeable to Operating Expenses under any other clause of this Section and which would be capitalized under Landlord's method of accounting) allocated to that Operating Year by dividing the amount of the expenditure by the useful life (as reasonable estimated by Landlord) of such capital expenditure; (xiv) reasonable legal, accounting and other professional fees incurred in connection with leasing any the operation, maintenance and management of the Building, and (xv) all other area located charges properly allocable to the repair, operation and maintenance of the Building in accordance with generally accepted accounting principles; EXCLUDING, HOWEVER, (1) an allowance for depreciation on the premises Building, (2) interest on and amortization of debts, (3) leasehold improvements, (4) brokerage commissions and advertising expenses for procuring new tenants of the Building, (5) refinancing costs, (6) the cost of any item included in Operating Expenses under clauses (i)-(xv) to the extent that such cost is reimbursed by an insurance company, a condemning authority, a tenant or any other party, (vi) any expense representing but if at the time Operating Expenses are determined for an amount paid to Operating Year such reimbursement has not been made, such cost may be included in Operating Expenses and an affiliate or subsidiary of the Lessor which adjustment shall be made when and if such reimbursement is in excess of the amount which would be paid in the absence of such relationship, and (vii) costs of items and services for which the Lessee reimburses or pays any third persons directlyactually received by Landlord.

Operating Expenses. It is the intention “Operating Expenses” shall mean and include all expenses, costs, fees and disbursements paid or incurred by or on behalf of the partiesLandlord for owning, managing, operating, maintaining, repairing and they hereby agree, that this shall be a triple net Lease, replacing the Property and the Lessor shall have no obligation to provide personal property used in conjunction therewith, including (without limitation): the cost of common area janitorial services five (5) days a week; all utilities, other than utilities separately metered and directly paid by other Tenants; heating, lighting, air conditioning; window cleaning; insurance, including but not limited to, fire, extended coverage, liability, umbrella, workmen's compensation, elevator, or any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect other insurance carried by the Landlord and applicable to the PremisesProperty, together with expenses arising from any commercially reasonable deductibles or policy exclusions; painting; uniforms; management fees; supplies, sundries, sales or use taxes on supplies or services; cost of wages and ▇▇▇▇▇▇ hereby agrees to pay one hundred percent (100%) salaries of any all persons engaged in the operation, administration, maintenance and all Operating Expenses as hereafter defined for the entire term repair of the Lease and any thereof in accordance with specific provisions hereinafter set forth. The term Operating Expenses shall include all costs to Lessee of operating and maintaining the Premises and related parking areas, and shall includeProperty including, without limitation, electricitythe front desk staff ; and fringe benefits, waterincluding social security taxes, waste disposalunemployment insurance taxes, sewagecost for providing coverage for disability benefits, operating materials 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 cost or expense which Landlord pays or incurs to provide benefits for employees so engaged in the operation, administration, maintenance and suppliesrepair of the Property; the charges of any independent contractor who, under contract with the Landlord or its representatives, does any of the work of operating, maintaining or repairing of the Property; legal and accounting expenses; any costs or expenses allocated to the Property under easement agreements, service agreements or operating agreements, declarations, covenants or other instruments providing for sharing of facilities or payment for services; or any other expense or charge, whether or not hereinbefore mentioned, which would be considered as an expense of owning, managing, operating, maintaining, repairing or replacing the Property and charges, minor repairs, cleaning and custodial, security, insurance, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from the operating expensespersonal property used in conjunction therewith. The Lessor shall be responsible for maintenance of yard, repair of equipment due to normal wear and tear owned by Lessor. Notwithstanding the foregoing operating costs, and ▇▇▇▇▇▇'s obligations in relation thereto, Operating Expenses shall not include (i) any expense chargeable to a capital account costs or capital improvementother items included within the meaning of the term Property Taxes, costs of alterations of the premises of Tenants of the Building, depreciation charges, interest and principal payments on mortgages, ground leases; principal or interest payments on any mortgage or deed of trust on the premises; (ii) any amount for which Lessor is reimbursed through insurance, or by third persons, (iii) repair costs occasioned by fire, windstorm or other casualty, (iv) any construction, repair or maintenance expenses or obligations that are the sole responsibility of the Lessor (not to be reimbursed by the Lessee), (v) leasing commissions and other expenses incurred in connection with leasing any other area located on the premises to any other party, (vi) any expense representing an amount paid to an affiliate or subsidiary of the Lessor which is in excess of the amount which would be paid in the absence of such relationshiprental payments, and (vii) costs of items real estate brokerage and services for which the Lessee reimburses or pays any third persons directlyleasing commissions, except as hereinafter otherwise provided.