Common use of Operating Expenses Clause in Contracts

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) 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 by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) 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 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor The term “Operating Expenses” shall use commercially reasonable best efforts to control increases mean all costs and expenses paid or incurred by Landlord with respect to, or in connection with, the ownership, repair, restoration, maintenance and operation of the Property. Operating Expenses throughout may include, but are not limited to, any or all of the Lease Term. In calculating Operating Expenses throughout the Lease Term, following: (i) property management fees included services provided directly by employees of Landlord or Agent in Operating Expenses shall not be charged in excess connection with the operation, maintenance or rendition of five percent (5%) of Basic Rental other services to or for the BuildingProperty (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 services furnished to either or both of the Property and the Premises, including, without limitation, the Common Areas, together with any taxes on such utilities; (iii) all market-based premiums for commercial property, casualty, general liability, boiler, flood, earthquake, terrorism and all other types of insurance provided by Landlord and relating to the Property; all reasonable administrative costs incurred in connection with the procurement and implementation of such insurance policies; the amount of any deductible(s) if and to the extent a loss(es) is incurred and the applicable insurer(s) applies the deductible before making payment of any available insurance proceeds; and (iv) management fees to Landlord or Agent or other persons or management entities actually involved in the management and operation of the Property, not to exceed 3% of annual Rent, (v) any capital improvements made by, or on behalf of, Landlord to the Building 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 which capital improvements shall be straight-line amortized by Landlord over the useful life of such item; (vi) all professional fees incurred in connection with the improvementoperation, management and maintenance of the Property; (vii) Taxes, as hereinafter defined in Section 3.1.2; and (iiiviii) 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 items shall be excluded from amounts payable by Tenant under this Lease as Operating Expenses: : (1a) Costs 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 tenant disputes, leasehold improvements and 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 Lessor Landlord is reimbursed reimbursed, to the extent of such actual reimbursement received by any tenant or occupant Landlord, including costs covered by proceeds of the Building, by insurance, condemnation awards or court judgments, amounts specially billed to and payable by anyone else an individual tenant (other than reimbursement through operating expenses provisions of Operating Expenses pursuant to triple net leases). (2a lease) Any bad debt lossand costs covered by any manufacturer’s, rent loss, contractor’s or reserves for bad debts or rent loss. (3) 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 of operating the Building. (4) Wages and benefits of any employee who does not devote substantially all of his or her time other warranty to the Buildingextent of actual coverage; (d) fees and other costs for professional services provided by attorneys, unless such wages space planners and benefits architects, except as otherwise expressly set forth herein; (d) marketing and advertising expenses; (f) costs which under generally accepted accounting principles, consistently applied, are prorated to reflect time spent on operating and managing the Building. (5) Late fees, fines and penaltiescapitalized, except to the extent caused 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 Lessee. or on behalf of Tenant), if any; (6h) Costs 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 permitany environmental laws; (xii) any costs incurred in connection with any corrective action, license investigation of site conditions, cleanup, removal, remediation, or restorative work required pursuant to complying with health and inspection costs) incurred with respect safety laws including OSHA or any environmental laws, except to the installation of tenant improvements made for new tenants in extent Tenant has any liability therefor pursuant to Section 9; (xiii) costs associated with the Building, financing or incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants refinancing of the Building. ; (7xiv) Expenses 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 connection with services or other benefits that are not provided failing to Lesseemake prompt payments of any kind, except as provided to all tenants or the 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 that Tenant made any late payments to Landlord for such expenses; (xvi) the costs for of any work performed or services rendered by Landlord or an affiliate of Landlord pursuant to its obligations hereunder to the extent such services if provided costs demonstrably exceed that which would have been charged by an unaffiliated third parties on a competitive basis. party of similar skill, competence and experience; and (9xvii) Rentals travel, entertainment, lobbying, political contributions, 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases Expenses, costs and liabilities incurred in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) 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 by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated connection with the operation of the business Company and the Securities and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) 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 valuation of the entity which constitutes Lessor Securities and Temporary Investments or the Securities and Temporary Investments considered for the Company (whether partnership, corporation, or otherincluding due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) 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 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 routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (ix) all expenses incurred in connection with any indebtedness of the 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, legal investment banking, real estate, tax, financial or other consulting, audit, appraisal and general administrative other expenses that are not costs 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 Lessee. (6) Costs (including permit, license and inspection costsnot subject to reimbursement) incurred by the Company in respect of its operation and affairs, and (xi) all expenses and costs associated 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 occupants acquisition of the BuildingSecurities (“Operating Expenses”). (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

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 use commercially reasonable best efforts have no obligation to control increases in 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 throughout as hereafter defined for the entire term of the Lease Termand any thereof in accordance with specific provisions hereinafter set forth. In calculating The term Operating Expenses throughout shall include all costs to Lessee of operating and maintaining the Lease TermPremises 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, 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. Notwithstanding the foregoing operating costs, and Lessee's obligations in relation thereto, shall not include (i) property management fees included in Operating Expenses shall not be charged in excess any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of five percent (5%) of Basic Rental for trust on the Building, premises; (ii) 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 any amount for which Lessor is reimbursed by any tenant or occupant of the Building, by through insurance, or by anyone else third persons, (iii) repair costs occasioned by fire, windstorm or other than reimbursement of Operating Expenses pursuant to triple net leases). casualty, (2iv) Any bad debt lossany construction, rent loss, repair or reserves for bad debts maintenance expenses or rent loss. (3) Costs associated with obligations that are the operation sole responsibility of the business of the entity which constitutes Lessor (whether partnership, corporation, or othernot to be reimbursed by the Lessee), including accounting, legal (v) leasing commissions and general administrative other expenses that are not costs 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses 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 or other benefits that are not provided to Lessee, except as provided to all tenants or the Building generally, or for which the Lessee is charged directly but which are provided to another tenant reimburses or occupant of the building without a separate chargepay any third persons directly. (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. (9) 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 Lessor’s mortgage financing or other borrowing.

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 use commercially reasonable best efforts have no obligation to control increases in 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 throughout as hereafter defined for the entire term of the Lease Termand any thereof in accordance with specific provisions hereinafter set forth. In calculating The term Operating Expenses throughout shall include all costs to Lessee of operating and maintaining the Lease TermPremises 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) property management fees included in Operating Expenses shall not be charged in excess any expense chargeable to a capital account or capital improvement, ground leases; principal or interest payments on any mortgage or deed of five percent (5%) of Basic Rental for trust on the Building, premises; (ii) 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 any amount for which Lessor is reimbursed by any tenant or occupant of the Building, by through insurance, or by anyone else third persons, (iii) repair costs occasioned by fire, windstorm or other than reimbursement of Operating Expenses pursuant to triple net leases). casualty, (2iv) Any bad debt lossany construction, rent loss, repair or reserves for bad debts maintenance expenses or rent loss. (3) Costs associated with obligations that are the operation sole responsibility of the business of the entity which constitutes Lessor (whether partnership, corporation, or othernot to be reimbursed by the Lessee), including accounting, legal (v) leasing commissions and general administrative other expenses that are not costs 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses 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 or other benefits that are not provided to Lessee, except as provided to all tenants or the Building generally, or for which the Lessee is charged directly but which are provided to another tenant reimburses or occupant of the building without a separate chargepays any third persons directly. (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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in “Landlord’s Operating Expenses throughout Expenses” means the Lease Term. In calculating Operating Expenses throughout cost of operation of the Lease Term, Building and the Site which (i) property shall exclude costs of special services rendered to tenants (including Tenant) for which a separate charge is made; all costs incurred exclusively as a result of owning, operating and maintaining the Additional Building; all capital expenditures and depreciation (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, the 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, sewer, gas, oil and telephone charges (excluding utility charges separately chargeable to tenants, including without limitation, those for additional or special services); cost of building and cleaning supplies and equipment; cost of maintenance, cleaning and 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 reasonable and necessary expenses paid in connection with the operation, cleaning and maintenance of the Building and the Site and properly chargeable against income, provided, however, there shall be included (a) depreciation for capital expenditures (whether purchased or leased) made by Landlord (i) to reduce Landlord’s Operating Expenses if Landlord shall have reasonably determined that the annual reduction in Landlord’s Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, exceed depreciation therefor or (ii) capital improvements 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 the Building is located; depreciation in the case of both (i) and (ii) shall be straight-line amortized over determined by dividing the original cost of such capital expenditure by the number of years of useful life of the improvement, capital item acquired and (iii) all the useful life shall be reasonably determined by Landlord in accordance with generally accepted accounting principles and practices in effect at the time of acquisition of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leases)capital item. (2) Any bad debt loss, rent loss, or reserves for bad debts or rent loss. (3) 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 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall All direct and indirect expenses and costs, calculated on an accrual basis, paid by the 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 commercially reasonable best efforts to control increases in Operating Expenses throughout or operation of the Lease Term. In calculating Operating Expenses throughout the Lease TermManaged Containers (where applicable), such as: (i) property agency costs and expenses; (ii) depot fees, handling, and storage costs and expenses; (iii) survey, depot audit, maintenance and repair expenses (including the actual or estimated cost of repairs to be made 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 annual review by the Manager’s Independent Accountant of the Gross Revenue, Operating Expenses and management fees included 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 cash reserves maintained by the Manager in connection with proceedings contesting Permitted Liens; (ix) insurance expense; (x) taxes, levies, duties, charges, 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 not be charged in excess of five percent no event include (5%w) of Basic Rental for the BuildingManagement Fee; (x) any Borrower Expenses, (iiy) capital improvements to the Building shall be straight-line amortized over the useful life any general or administrative expenses of the improvement, and Manager; or (iiiz) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant depreciation or occupant of the Building, by insurance, or by anyone 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. (3) 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 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred amortization expense with respect to the installation of tenant improvements made for new tenants Containers or generator sets in the Building, or incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants of the BuildingBorrower Fleet. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor The Venture shall use commercially reasonable best efforts to control increases in Operating Expenses throughout bear all other costs and expenses of the Lease Term. In calculating Operating Expenses throughout Venture’s activities and operations, including without limitation, the Lease Term, following: (i) property management Taxes of the Venture, fees included in Operating Expenses shall not be charged in excess and expenses of five percent professional advisors to the Venture, premiums for insurance (5%) including, without limitation, error and omissions, directors and officers and other forms of Basic Rental liability insurance (other than the cost of liability insurance for the BuildingManager, its Affiliates and any of their respective officers, directors, partners, members, shareholders and employees)) protecting the Venture, the Manager and other Indemnified Persons and litigation costs of the Venture; (ii) capital improvements administrative expenses related to the Building shall be straight-line amortized over Venture, including without limitation, fees and expenses of accountants, lawyers and other professionals incurred in connection with the useful life Venture’s annual audit, financial reporting, legal opinions and preparation of the improvement, and Tax Returns; (iii) the Venture’s proportionate share of all fees, costs and expenses incurred in evaluating, developing, negotiating, structuring, acquiring, holding, appraising, financing, selling or otherwise disposing of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated otherwise dealing with the operation 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 business of the entity which constitutes Lessor Venture actually invests therein (whether partnershipincluding, corporationwithout limitation, or other)any “dead deal” costs, including travel, legal, accounting, legal due diligence, projections, valuations and general administrative other fees and out-of-pocket expenses that are not costs of operating the Building. related thereto); (4iv) Wages all fees 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 Lessee. (6) Costs (including permit, license and inspection costs) expenses 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lesseeobtaining independent, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant third-party valuations of the building without a separate charge. Venture pursuant to Section 12.6; (8) Costs paid v) indemnification expenses incurred pursuant to Lessor or to affiliates of Lessor for services in the Building, including management Section 7.2; and (vi) all other customary fees, costs and expenses of the Venture (collectively, “Operating Expenses”). The Manager may make one or more Capital Calls in accordance with Article 3 in order to enable the extent the same exceed or would exceed the costs for such services if provided by unaffiliated third parties on a competitive basisVenture to pay any Operating Expenses. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, (ia) property management fees included in Operating Expenses shall not be charged mean all expenses and costs of every kind and nature that Landlord shall have paid or incurred or become obligated to pay or incur because of or in excess connection with the management, maintenance, ownership, and operation of five the Property (the “Operating Expenses”), including, without limitation, the following. However, Landlord and Tenant intend that Tenant shall pay most costs in the operation and maintenance of the Premises directly, and shall only pay amounts under 6(a)(v), 6(a)(iii) and 6(a)(vi) to Landlord, 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 (53%) of Basic Rental for the Building, (ii) capital improvements to the Building shall Monthly Base Rent may be straight-line amortized over the useful life of the improvement, and (iii) all of the following items shall be excluded from included in Operating Expenses: (1i) Costs for which Lessor is reimbursed by any tenant or occupant All supplies, materials, and rental equipment used in the operation and maintenance of the BuildingPremises. (ii) All maintenance and service agreements for the Premises and equipment therein. (iii) All insurance premiums and costs associated with risk management, 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 insurance, such policies but for “deductible” or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leasesself-insurance provisions). (2iv) Any bad debt lossRepairs, rent lossreplacement, and general maintenance, except for repairs and replacements paid for from the proceeds of insurance or reserves paid for bad debts or rent lossdirectly by ▇▇▇▇▇▇. (3v) Costs associated with All Real Property Taxes and assessments of any kind assessed against the operation 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 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 ownership of the business of Premises) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the entity direct or indirect power to tax or levy assessments, which constitutes Lessor (whether partnership, corporationare levied or assessed against, or other), including accounting, legal and general administrative expenses that are not costs 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred with respect to the installation value, occupancy or use of, all or any portion of tenant improvements made for new tenants in the BuildingPremises (as now constructed or as may at any time hereafter be constructed, altered, or incurred in renovating or otherwise improvingchanged); any improvements, decoratingfixtures, painting or redecorating the space of tenants equipment, personal property, trade fixtures or other occupants improvements located on or within the Premises; (b) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Building. Premises; and (7c) Expenses all costs and fees (including attorneys’ fees) incurred by Landlord in connection contesting any Real Property Taxes and in negotiating with services public authorities as to any Real Property Taxes. If taxes and assessments against ▇▇▇▇▇▇’s personal property or other benefits that trade fixtures are assessed directly to Tenant, then Tenant shall pay such taxes when due and such taxes and assessments shall not provided to Lessee, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant be part of the building without a separate chargeReal Property Taxes. (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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor The term "OPERATING EXPENSES" shall use commercially reasonable best efforts mean all costs and expenses paid or incurred with respect to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout ownership, repair, replacement, restoration, maintenance and operation of the Lease TermProperty, including, without limitation, the following: (i) property management fees included services provided directly by employees of Landlord or Agent in Operating Expenses shall not be charged in excess connection with the operation, maintenance or rendition of five percent (5%) of Basic Rental other services to or for the Building, Property; (ii) to the extent not separately metered, billed, or furnished, 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) all premiums for casualty, workers' compensation, liability, boiler, flood and all other types of insurance provided by Landlord and relating to the Property, all third party administrative costs incurred in connection with 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 or all of contractors, materialmen and suppliers for services, materials and supplies furnished to Landlord in connection with any or all of the operation, repair and maintenance of any part of the Property (together with a reasonable overhead and administrative fee to Landlord), including, without limitation, the structural elements of the Property and the Common Areas; (vi) management fees to Landlord or Agent or other persons or management entities actually and directly involved in the management and operation of the Property; (vii) any capital improvements made by, or on behalf of, Landlord to the Building 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 which capital improvements shall be straight-line reasonably amortized by Landlord over the useful life of the improvement, and in accordance with generally accepted accounting principles; (iiiviii) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) 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 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 Lessee. (6) Costs (including permit, license and inspection costs) professional fees 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lesseethe operation, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant management and maintenance of the building without a separate charge. Property; and (8) Costs paid to Lessor or to affiliates of Lessor for services ix) Taxes, as hereinafter defined 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. (9) 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 Lessor’s mortgage financing or other borrowing.SECTION

Operating Expenses. Lessor The General Partner shall use commercially reasonable best efforts not bear or otherwise be charged with any costs or expenses of the Partnership’s activities and operations, all of which shall be borne by or otherwise charged to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout Partnership, including all activities and operations prior to the Lease Termdate of this Agreement, and including, without limitation: (i) property management all costs and expenses incurred in acquiring, managing, disposing of or otherwise dealing with the Class C Units or otherwise incurred in connection with the Internal Restructure, including, without limitation, any investment banking, travel, legal and accounting expenses, and any fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, and out-of-pocket costs related thereto; (ii) capital improvements to all costs and expenses incurred in connection with the Building shall be straight-line amortized over drafting, negotiation and execution of this Agreement or the useful life of Contribution Agreements, or the improvement, and offering contemplated hereby or thereby; (iii) all of costs and expenses, if any, incurred in monitoring the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by Partnership’s investment in the Class C Units, including, without limitation, any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated with the operation of the business of the entity which constitutes Lessor (whether partnership, corporation, or other), including accountingtravel, legal and general administrative accounting expenses that are not and other fees and out-of-pocket costs related thereto; (v) taxes of operating the Building. Partnership; (4iv) Wages costs related to litigation and benefits of any employee who does not devote substantially all of his or her time to threatened litigation involving the BuildingPartnership; (vi) expenses associated with third party accountants, unless such wages attorneys 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred tax advisors with respect to the installation Partnership and its activities, including the preparation and auditing of tenant improvements made for new tenants in financial reports and statements and other similar matters, and costs associated with the Building, 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 incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants on behalf of the Building. Partnership and paid to third parties; (7viii) Expenses all costs and expenses associated with obtaining and maintaining insurance for the 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 services the maintenance of bank or other benefits 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 provided to Lesseenormally recurring operating expenses (all such expenses, except as provided to all tenants or collectively, the 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 “Operating Expenses”). To the extent that any Operating Expenses are paid by the same exceed or would exceed General Partner, such Operating Expenses shall be reimbursed by the costs for such services if provided by unaffiliated third parties on a competitive basisPartnership. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases Expenses, costs and liabilities incurred in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) 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 by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated connection with the operation of the business Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) 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 valuation of the entity which constitutes Lessor Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (whether partnership, corporation, or otherincluding due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) 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 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 routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the 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, legal investment banking, real estate, tax, financial or other consulting, audit, appraisal and general administrative other expenses that are not costs 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 not subject to reimbursement) incurred by Lessee. the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (6xii) Costs all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including permit, license and inspection costs) incurred with respect to if such Debt remains outstanding following 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 occupants effective date of the BuildingPlan and the appointment of a receiver, if necessary) (“Operating Expenses”). (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts The Partnership and BHMF GP and its Affiliates shall, in accordance with Section 4.3(a), pay (or reimburse to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout General Partner or its Affiliates) all other costs and expenses of the Lease TermPartnership’s activities and operations, including without limitation, the following: (i) property management Taxes of the Partnership, fees included and expenses of professional advisors to the Partnership, premiums for insurance (including without limitation error and omissions, directors and officers and other forms of liability insurance (other than the cost 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) administrative expenses related to the Partnership, including 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) the Partnership Proportionate Interest of all fees, costs and expenses (other than Non‑Reimbursable Expenses) incurred in evaluating, 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 fees and out‑of‑pocket expenses related thereto); (iv) the Partnership Proportionate Interest of all fees, costs and expenses incurred in connection with the formation, organization and operation of each Venture, including without limitation, legal and accounting fees and expenses and other fees and out‑of‑pocket expenses related thereto; (v) indemnification expenses incurred pursuant to Section 9.2; (vi) expenses associated with meetings of the Advisory Committee; and (vii) all other customary fees, costs and expenses payable to Persons other than BHMF GP, BHMF REIT or any of their respective Affiliates (collectively, “Operating Expenses”), provided that such Operating Expenses shall not be charged 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 excess proportion to their then current net asset values), and (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 five percent (5%i) one set of Basic Rental audited financial statements prepared for the Building, Partnership in accordance with Section 13.3 hereof and (ii) capital improvements one appraisal (prepared by Altus Group Limited or another appraiser acceptable to the Building Advisory Committee) for each Project performed for the Partnership, in each case in any 12 month period, shall be straight-line amortized over included in the useful life definition of “Operating Expenses”, shall be allocated to the improvementPartners in the same manner that Operating Expenses are allocated to the Partners, and shall be paid in accordance with Section 4.3(a), and (iiiB) all the cost of any audits or appraisals performed for the Partnership at the specific request of the following items Limited Partner beyond what is set forth in the immediately preceding clause (A) shall be excluded from Operating Expenses: 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 Partnership owns a direct or indirect interest (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Buildingincluding a Venture, by insurancea Subsidiary REIT, or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leases). (2an entity in which the Partnership owns a direct or indirect interest that itself holds a direct or indirect interest in a Project) Any bad debt loss, rent loss, shall pay or reserves reimburse BHMF GP or its Affiliates for bad debts or rent loss. (3) any Dead Deal 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 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the Building generally, or for any Non‑Reimbursable Expenses, which Lessee is charged directly but which costs and expenses are provided to another tenant or occupant solely for the account of the building without a separate chargeBHMF GP. (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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, (ia) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) capital improvements Notwithstanding anything to the Building shall be straight-line amortized over contrary contained in Section 6, in addition to the useful life of the improvementexclusions described in Section 6, and (iii) all of the following items costs and expenses shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any expenses relating to the leasing of space in the Project (including tenant improvements and painting, decorating, Landlord construction allowances or occupant contributions, leasing commissions, rental concessions, and advertising expenses incurred in connection with the listing of available space in the Building, by insurance, or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leasesProject).; (2) Any 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 cost incurred in respect of any mortgage or other financing of the 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 superior 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; (12) 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 fee or expenditure paid to 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 extent of such excess); (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; (18) 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 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). (3b) Costs associated with For the operation 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 business of Annual Base Rent and annual Additional Rent due under the entity which constitutes Lessor (whether partnership, corporation, or other), including accounting, legal and general administrative expenses that are not costs of operating the BuildingLease. (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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor Tenant shall use commercially reasonable best efforts to control increases also pay Landlord monthly in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout advance, without demand, offset, abatement or deduction, as Additional Rent during the Lease Term, Tenant’s Proportionate Share of all costs which Landlord may incur in owning, maintaining, operating, and repairing (including replacements when repairs are not economically prudent in Landlord’s reasonable discretion) the Building, Common Areas and all other improvements within the Project. All such costs are referred to herein as “Operating Expenses” and are hereby defined to include, without limitation, the 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, sewer 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, snow and ice removal; (e) parking lot sweeping, patching and sealcoating; (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 included incurred in Operating Expenses shall not be charged in excess of five connection with property tax appeals equal to no greater than thirty percent (530%) of Basic Rental any property tax savings plus any filing fees, service fees, appraisal fees and expert witness fees; (k) dues and assessments by means of covenants, conditions, 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 administrative fees for insurance coverages Landlord is required to carry pursuant to Section 12.C of this Lease or by its lender, or 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 Buildingyearly amortization of major non-recurring capital expenditures, costs, repairs, and replacements (ii) capital including without limitation, improvements Landlord is required to make to the Building 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 straight-line amortized over the useful life of the improvement, improvement and at an interest rate as reasonably determined by Landlord; and (iiio) all other 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 leases at the following items Project. The foregoing notwithstanding, Operating Expenses shall be excluded from Operating Expenses: not include: (1) Costs costs for which Lessor is reimbursed by any tenant or occupant employees above the rank of the Building, by insurance, or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leases). building manager; (2) Any leasing commissions and marketing costs related to leasing or releasing of the Project; (3) payments of principal, interest, financing or refinancing costs on debt or amortization payments on any mortgage or underlying ground lease encumbering the Project; (4) Landlord’s franchise or income taxes; (5) depreciation; (6) bad debt lossdebts, rent loss, loss or reserves for bad debts or rent loss. ; (37) Costs associated 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 law applicable to the Premises, the Building or the Project on the Commencement Date; (10) insurance costs for coverage not customarily paid by Tenants of similar projects in the vicinity of the Premises, earthquake insurance premiums, increases in insurance costs caused by the activities of another occupant of the Project; (11) costs incurred in connection 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 of operating the Building. (4) Wages and benefits presence 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 penaltiesHazardous Material, except to the extent caused by Lessee. the release or emission of the Hazardous Material in question by Tenant; (612) Costs expense reserves; (including permit13) capital improvement and replacement costs, license and inspection costs) incurred with respect except to the installation of tenant improvements made for new tenants in extent amortized over the Building, or incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants useful life of the Building. capital item in question; (714) Expenses in connection with costs for services or other benefits that are not provided to LesseeTenant 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 Landlord’s rental income, except as provided unless such tax or assessment is imposed in lieu of real property taxes, (ii) in excess of the amount which would be payable if such tax or assessment expense were paid in installments over the longest permitted term, (iii) imposed on land and improvements other than the Project, (iv) attributable to all tenants Landlord’s net income, inheritance, gift, transfer, estate or the Building generallystate taxes, or for which Lessee is charged directly but which are provided to another tenant or occupant (v) resulting from a transfer of improvements of the building without a separate chargeProject for the sole use of other occupants. (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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor The term "Operating Expenses" shall use commercially reasonable best efforts mean all costs and expenses paid or incurred with respect to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout ownership, repair, replacement, restoration, maintenance and operation of the Lease TermProperty, including, without limitation, the following: (i) property management fees included all costs, wages and benefits of employees or other agents of Landlord or Agent engaged in Operating Expenses shall not be charged in excess the operation, maintenance or rendition of five percent (5%) of Basic Rental other services to or for the Building, Property; (ii) to the extent not separately metered, billed, or furnished (e.g. electricity and gas), 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) all premiums for casualty, workers' compensation, liability, boiler, flood and all other types of insurance provided by Landlord and relating to the Property; (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 by any or all of contractors, materialmen and suppliers for services, materials and supplies furnished in connection with any or all of the operation, repair and maintenance of any part of the Property, including, without limitation, the structural elements of the Property and the Common Areas (including association assessments or charges for such maintenance and repairs); (vi) management fees to Agent or other persons or management entities actually involved in the management and operation of the Property (which persons or management entities may be Landlord or affiliates of Landlord); (vii) any capital improvements made by, or on behalf of, Landlord to the Building shall be straight-line Property that are designed to reduce Operating Expenses (such costs being amortized over the useful life of the improvementcapital improvements, and as reasonably determined by Landlord); (iiiviii) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) 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 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 Lessee. (6) Costs (including permit, license and inspection costs) professional fees 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lesseethe operation, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant management and maintenance of the building without a separate charge. Property; and (8) Costs paid to Lessor ix) Taxes, as hereinafter defined. "Operating Expenses" shall not include (i) any shared costs or to affiliates of Lessor for services in the Building, including management feesexpenses, to the extent the same exceed relate to property other than the Property; (ii) costs or would exceed the expenses payable by any tenant directly; or (iii) any costs for such services if provided expenses reimbursed by unaffiliated third parties on a competitive basis. (9) Rentals and other related expenses incurred in the leasing of air conditioning systems, elevators insurance 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 servicesthird party. (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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor “Operating Expenses” shall use mean and include all expenses, costs, fees and disbursements paid or incurred by or on behalf of the Landlord for owning, managing, operating, maintaining, repairing and replacing the Property and the 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 other insurance carried by the Landlord and applicable to the Property, together with expenses arising from any commercially reasonable best efforts deductibles or policy exclusions; painting; uniforms; management fees; supplies, sundries, sales or use taxes on supplies or services; cost of wages and salaries of all persons engaged in the operation, administration, maintenance and repair of the Property including, without limitation, the front desk staff ; and fringe benefits, including social security taxes, unemployment insurance taxes, cost for providing coverage for disability benefits, cost of any pensions, hospitalization, welfare or retirement plans, or any other similar or like expenses incurred under the provisions of any collective bargaining agreement, or any other cost or expense which Landlord pays or incurs to control increases provide benefits for employees so engaged in Operating Expenses throughout the Lease Termoperation, administration, maintenance and repair 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 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 the personal property used in conjunction therewith. In calculating Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for include costs or other items included within the Building, (ii) capital improvements to the Building shall be straight-line amortized over the useful life meaning of the improvementterm Property Taxes, and (iii) all costs of alterations of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant premises of Tenants of the Building, by insurancedepreciation charges, or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leases). (2) Any bad debt lossinterest and principal payments on mortgages, rent lossground rental payments, or reserves for bad debts or rent loss. (3) 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 of operating the Building. (4) Wages real estate brokerage 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lesseeleasing commissions, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant of the building without a separate chargehereinafter otherwise provided. (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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor For the purposes of this Sublease, the ------------------ term "Operating Expenses" shall use commercially reasonable best efforts mean all expenses paid or incurred by Sublessor (or on Sublessor's behalf) as reasonably determined by Sublessor to control increases in Operating Expenses throughout be necessary or appropriate for the Lease Term. In calculating Operating Expenses throughout efficient operation, maintenance and repair of the Lease TermMaster Premises and/or Building, including the Common Areas of the Building, including without limitation: (i) property management fees included salaries, wages, medical, surgical, union and general welfare benefits (including, without limitation, group life insurance) and pension payments of employees of Sublessor to the extent such employees are engaged in Operating Expenses shall not be charged the repair, operation and maintenance of the Master Premises and/or Building; (ii) payroll taxes, workers' compensation insurance, uniforms and related expenses for such employees to the extent such employees are engaged in excess the repair, operation and maintenance of five percent the Master Premises and/or Building; (5%iii) the cost of Basic Rental all charges for gas, steam, electricity, heat, ventilation, air-conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iiiv) the cost of painting of public areas; (v) the cost of all charges of insurance, including but not limited to all risk property insurance with rent loss coverage, liability and fidelity insurance, with regard to the Master Premises and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies, including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment, and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the repair, maintenance or operation of the Building amortized over the useful life of such hand tools and movable equipment (determined in accordance with Generally Accepted Accounting Principles); (viii) the cost of all charges for window and other cleaning and janitorial and security services; (ix) charges of independent contractors performing repairs or services to the Master Premises and/or Building; (x) non-capital repairs; (xi) remodeling of the public and Common Areas of the Building including, without limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and Common Areas, the cost of which shall be amortized (with interest at the rate of nine percent [9%] on the unamortized balance) over the useful life of the improvements determined in accordance With Generally Accepted Accounting Principles; (xii) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies; (xiii) management fees paid to a third party, or, if no managing agent is employed by Sublessor, Sublessor shall be straight-line entitled to charge a management fee which is not in excess of One Dollar ($1.00) per rentable square foot per year during the initial term of this Sublease (which fee shall be adjusted by the same percentage as any adjustment to the Base Rent rate during the Extension Terms), and such fee shall be included in the Operating Expenses; (xiv) the cost of any capital improvements or repairs to the 6 - SUBLEASE Building and/or of any machinery or equipment installed in the Building amortized (with interest at the rate of nine percent [9%] on the unamortized balance) over the useful life of the improvement, and (iii) all machinery and/or equipment as reasonably estimated by Sublessor, which is made or becomes operational, as the case may be, after the completion of the following items shall construction of the Building and which have a reasonable probability of reducing the expenses which otherwise would be excluded from included in Operating Expenses: ; (1xv) Costs for which Lessor is reimbursed by any tenant or occupant of the Buildingreasonable legal, by insurance, or by anyone else (accounting and 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. (3) 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 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 Lessee. (6) Costs (including permit, license and inspection costs) professional fees 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 occupants of the Building. (7) Expenses in connection with services or operation, maintenance and management of the Master Premises and/or Building; (xvi) the cost of providing elevator service; (xvii) the cost of landscape and parking area maintenance and repair to the Master Premises and/or Building; (xviii) Taxes as defined in Section 7.2.3; and (xix) all other benefits that are not provided charges properly allocable to Lesseethe operation, except as provided to all tenants or repair and maintenance of the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant of the building without a separate chargein accordance with Generally Accepted Accounting Principles. (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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor All costs, expenses and disbursements of every kind and ------------------ nature which Landlord shall use commercially reasonable best efforts pay or become obligated to control increases pay in connection with the ownership, management, operation, maintenance, replacement and repair of the Property (including, without limitation, the amortized portion of any capital expenditure or improvement, together with interest thereon, and the costs of changing utility service providers). Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Termshall not include, (i) property management fees included painting, redecorating or other work which Landlord performs in Operating Expenses shall not be charged in excess tenant spaces for any other tenant of five percent (5%) of Basic Rental the Building other than painting, redecorating or other work which is standard for the Building, Building and performed for tenants subsequent to their initial occupancy; (ii) costs of capital improvements to the Building shall be straight-line (except for amortized over portion of capital improvements installed for the useful life purpose of the improvement, and reducing or controlling Operating Expenses or complying with applicable Laws); (iii) all depreciation; (iv) interest and principal payments on loans (except for loans for capital improvements which Landlord is allowed to include in Operating Expenses as provided above); (v) ground rental payments; (vi) real estate brokerage and leasing commissions and expenses of the following items shall be excluded from Operating Expenses: procuring tenants, including lease concessions and lease take-over obligations; (1vii) Costs for which Lessor is advertising and marketing expenses; (viii) costs of Landlord reimbursed by any tenant insurance proceeds, condemnation proceeds or occupant in another manner; (ix) expenses incurred in negotiating leases of other tenants in the Building, by insurance, Building or by anyone else (enforcing lease obligations of 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. (3) 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 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred with respect to the installation of tenant improvements made for new 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 incurred (b) the fees then customarily charged for building management for buildings of like class and character in renovating or otherwise improving, decorating, painting or redecorating the space of tenants area; (xii) any costs or other occupants of sums paid to any person or entity related to or affiliated with Landlord to the Building. extent that same exceeds the reasonable and customary cost thereof; (7xiii) Expenses professional fees incurred in connection with services the preparation of financial statements, tax returns and other documents and information for Landlord or its mortgagees, except for audits of operating expenses; (xiv) costs of paintings, sculptures or other benefits that are not provided 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 Lesseeretail stores or to other specialty services such as health clubs, except as provided broadcasting facilities or cafeterias (xx) any compensation paid to all tenants clerks, attendants or other persons in commercial concessions operated by Landlord; (xxi) costs incurred in connection with upgrading the Building generally(but not the Premises as set forth in Section 7.01(c) hereof) to comply with the current interpretation of disability, life, fire and safety codes, ordinances, statues or for which Lessee is charged directly but which are provided Laws in effect prior to another tenant or occupant of the building Commencement Date (including, without a separate charge. (8) Costs paid to Lessor or to affiliates of Lessor for services in the Buildinglimitation, ADA), including management fees, penalties or damages incurred due to the extent the same exceed or would exceed the costs for such services if provided by unaffiliated third parties on a competitive basis. non-compliance; and (9xxii) Rentals legal and other related professional fees and expenses incurred in the leasing resolving any disputes 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 air conditioning systems, elevators or other equipment that would ordinarily Landlord such expense may be considered capital expenses if purchased, excluding equipment not affixed to the Building that is used in providing janitorial or similar servicesproportionately allocated among such related calendar years. (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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor “Operating Expenses” shall use commercially reasonable best efforts to control increases in mean, collectively, the Premises Operating Expenses, Building Operating Expenses throughout the Lease Termand Project Operating Expenses. In calculating addition, the Operating Expenses throughout the Lease Term, (i) shall include a property management fees included fee equal to three percent (3/o) of the Base Rent then payable under this Lease. Notwithstanding anything to the contrary contained in this Lease, Operating Expenses shall not be charged in excess include, and Tenant shall have no obligation to pay for, the following: (i) the costs of five percent (5%) of Basic Rental for the Buildingrepair, replacement, or restoration work occasioned by any casualty pursuant to Section 12 below or condemnation pursuant to Section 13 below; (ii) capital improvements to the Building shall be straight-line amortized over the useful life of the improvementleasing 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 a new tenant’s occupancy; (iii) all finance and debt service fees, principal and/or interest on debt or amortization payments on any mortgages executed by Landlord covering Landlord’s property, any other indebtedness of Landlord, and rental under any ground lease or leases for the Building or the Project; (iv) any depreciation allowance or expense, amortization (except as expressly provided for in this Section 6), expense reserve and other non-cash items; (v) except for management fees, Landlord’s general overhead; (vi) any costs or expenses representing any amount paid for services and materials to a (personal or business) related person, firm, or entity to the extent such amount exceeds the amount that would have been paid for such service or materials at the then existing market rates in the absence of such relationship; (vii) costs of electrical energy furnished and metered directly to tenants of the following items shall Building or for which Landlord is entitled to be excluded from reimbursed by tenants as additional rental over and above that tenant’s Base Rent or pass-through of Operating Expenses: ; (1viii) Costs for which Lessor is reimbursed by the cost of any work or service furnished to any tenant or occupant of the BuildingBuilding at such tenant’s cost; (ix) the costs and expenses incurred in resolving disputes with other tenants, by insuranceother 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 anyone else the activities of another tenant of the Building or the Project; (other than xi) the costs for items and services which any tenant reimburses Landlord or pays third persons, to the extent of such reimbursement of Operating Expenses pursuant to triple net leases). or payment; (2xii) Any bad debt loss, rent loss, or reserves for bad debts or rent loss. (3) Costs associated costs incurred in connection 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 of operating the Building. (4) Wages and benefits presence 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. Hazardous Materials (5) Late fees, fines and penaltiesas defined in Section 8.6.1 below), except to the extent caused by Lessee. the release or emission of the Hazardous Materials in question by Tenant; (6xiii) Costs (including permit, license the costs and inspection costs) incurred with respect expenses attributable to the installation construction of tenant improvements made for new tenants the Building or Project, including correcting defects in the Buildingconstruction 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 incurred in renovating repairs, alterations, and general maintenance necessitated by the negligence or otherwise improving, decorating, painting or redecorating the space willful misconduct of tenants or any other occupants of the Building. tenant (7excluding Tenant) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. Building or Project or any of their respective agents, employees, contractors, invitees, or licensees; (8) Costs paid xviii) interest or penalties due to Lessor the late payment of taxes, utility bills or other such costs not caused by Tenant’s failure to affiliates of Lessor make payments due hereunder; (xix) any cost for services overtime or other expenses to Landlord in curing defaults; and (xx) the Buildingcosts, including management 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 extent Building or Project of building codes, any governmental rule or requirement or the same exceed or would exceed the costs for such services if provided by unaffiliated third parties on a competitive basis. (9) Rentals terms and other related expenses incurred in the leasing conditions of air conditioning systems, elevators or other equipment that would ordinarily be considered capital expenses if purchased, excluding equipment not affixed any lease pertaining to the Building that is used in providing janitorial or similar servicesany other contract. (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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor Tenant shall use commercially reasonable best efforts pay to control increases Landlord as Additional Rent a proportionate share (as defined in Operating Expenses throughout Section 6.4) of all costs and expenses incurred by Landlord in the operation and maintenance of the Building and the Land in accordance with generally accepted operational and maintenance procedures with respect to any calendar year during the Term of this Lease Term. In calculating Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses shall not be charged in excess of five percent the amount of said costs and expenses incurred by the Landlord in the 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 costs 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 Basic Rental for the Building, (ii) capital improvements any computer system installed to the regulate Building shall be straight-line amortized over the useful life of the improvementequipment, and (iii6) all the furnishing of the repairs and services to Tenant referred to in Section 7.5 (the foregoing being hereinafter referred to as "operating expenses"). Notwithstanding the foregoing, the following items shall be excluded from Operating Expenses: operating expenses: (1a) Costs for which Lessor is reimbursed by any tenant or occupant of the Buildingbuild-out and tenant improvement expenses, by insurance, or by anyone else (b) capital expenditures 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. those described in subsection (3) Costs associated above of this Section 6.3, and (c) marketing and advertising expenses and leasing costs, commissions and attorneys' fees in connection with the operation of the business of the entity which constitutes Lessor (whether partnership, corporation, negotiations or other), including accounting, legal and general administrative expenses that are not costs disputes with tenants or other occupants. As soon as Tenant's share 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred expenses with respect to any calendar year can be determined, the installation 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 tenant improvements made for new tenants a calendar year in which the Term of this Lease begins or ends. 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 Buildingaggregate a fund adequate to pay, or incurred in renovating or otherwise improvingwhen they become due and payable, decoratingall payments required from Tenant under this Section. In the event that operating fund payments are so demanded, painting or redecorating and if the space aggregate of tenants or other occupants said operating fund payments is not adequate to pay Tenant's share of operating expenses, Tenant shall pay to Landlord the Buildingamount 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. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor Subject to the limitations set forth in Section 9.02, the AHP Entities shall use commercially reasonable best efforts to control increases in Operating Expenses throughout pay directly, or reimburse the Lease Term. In calculating Operating Expenses throughout Manager as the Lease Termcase may be, for all of the costs and expenses of the AHP Entities’ operations, including, without limitation, the following costs and expenses: (i) property management fees included all Organization and Offering Expenses advanced or otherwise paid by the Manager, up to a maximum aggregate amount of 5.0% of the gross proceeds from the sale of Shares in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, Initial Public Offering; (ii) capital improvements to all Acquisition Expenses advanced or otherwise paid by the Building shall be straight-line amortized over the useful life of the improvement, and Manager; (iii) all costs of personnel employed by the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant Manager or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated with the operation of its Affiliates directly involved in the business of the entity which constitutes Lessor AHP Entities, including, without limitation, the allocable portion of all salaries and wages, benefits and overhead of such employees; (whether partnershipiv) all costs of borrowed money, corporationtaxes and assessments on the Property and other taxes applicable to the AHP Entities; (v) legal, or other), including accounting, legal audit, brokerage, and general administrative other fees; (vi) fees and expenses that are not paid to independent contractors, mortgage bankers, real estate brokers, and other agents; (vii) costs of operating the Building. (4) Wages and benefits of any employee who does not devote substantially all of his or her time to the Buildingleasing, unless such wages and benefits are prorated to reflect time spent on operating and managing the Building. (5) Late feesacquiring, fines and penaltiesowning, except to the extent caused by Lessee. (6) Costs (including permitconstructing, 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, decoratingoperating, painting or redecorating the space of tenants or other occupants and disposing of the Building. Property; (7viii) Expenses expenses incurred in connection with services the construction, alteration, maintenance, repair, remodeling, refurbishment, leasing and operation of the 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 benefits that are 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 provided entitled to Lessee, except as provided to all tenants or be indemnified under Article 15; (xii) costs incurred in connection with any litigation in which the Building generallyAHP 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 which Lessee is charged 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 provided to another tenant in fact performed by the Manager or occupant its Affiliates, but not in excess of the building without a separate charge. (8) Costs paid amounts which the AHP Entities would otherwise be required to Lessor or pay to affiliates of Lessor independent parties for comparable services in the Buildingsame geographic locale; (xv) expenses of revising, including management feesamending, to the extent the same exceed modifying, or would exceed the terminating this Agreement; (xvi) all other costs for such services if provided by unaffiliated third parties on a competitive basis. (9) Rentals and other related expenses incurred in connection with the leasing of air conditioning systemsAHP Entities’ business, elevators or including travel to and from the Property; and (xvii) all other equipment that would ordinarily be considered capital costs and 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 incurred in connection with Lessor’s mortgage financing or other borrowingthe business of the AHP Entities exclusive of those set forth in Section 9.02.

Operating Expenses. Lessor The term "Operating Expenses" shall use commercially mean the sum of the following 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 other properties, the insurance premium included in this paragraph shall be the premium fairly allocable to the Project; (c) operating expenses of the Project (unless such expenses are paid by proceeds of insurance policies or are paid out of the account) for the operation, cleaning, leasing, marketing, maintenance and repair, to the extent properly chargeable against income in accordance with generally accepted accounting practices including, without limitation, wages and payroll costs, reasonable best efforts to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Termaccounting and bookkeeping expenses, utilities and hearing charges, material costs, maintenance costs, costs of services, water and sewer charges, license fees and business taxes, and such other expenses normally considered as an industry-wide cost of operating a medical office building; provided that such costs shall not include (i) property management fees included in Operating Expenses shall not be charged in excess any of five percent (5%) of Basic Rental for the Building, (ii) capital improvements foregoing items to the Building shall be straight-line amortized over the useful life extent paid by a tenant of the improvement, and (iii) all of the following items shall be excluded from Operating Expenses: (1) Costs Borrower or any other third party which reimburses Borrower for which Lessor is reimbursed by any tenant cost or occupant of the Building, by insurance, or by anyone 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. (3) 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 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, expense except to the extent caused such items paid by Lessee. a tenant or third party are also included in gross rental receipts and other receipts generated by the use and operation of the Project; or (6ii) Costs any deduction for depreciation of the Project taken or noted on the Borrower's income tax returns; or (including permit, license and inspection costsiii) incurred with respect the cost of capital improvements made to the installation of tenant improvements made for new tenants Project not taken or noted as a deduction on the Borrower's federal income tax returns and not included in the Building, operating budget; or incurred in renovating or otherwise improving, decorating, painting or redecorating (iv) the space of tenants or other occupants cost of the BuildingBorrower's federal, state or local income taxes. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor Subject to the limitations set forth in Section 9.02, the NL Entities shall use commercially reasonable best efforts to control increases in Operating Expenses throughout pay directly, or reimburse the Lease Term. In calculating Operating Expenses throughout Manager as the Lease Termcase may be, for all of the costs and expenses of the NL Entities’ operations, including, without limitation, the following costs and expenses: (i) property management fees included all Organization and Offering Expenses advanced or otherwise paid by the Manager, up to a maximum aggregate amount of 1.0% of the gross proceeds from the sale of Shares in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, Offering; (ii) capital improvements to all Acquisition Expenses advanced or otherwise paid by the Building shall be straight-line amortized over the useful life of the improvement, and Manager; (iii) all costs of personnel employed by the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant Manager or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated with the operation of its Affiliates directly involved in the business of the entity which constitutes Lessor NL Entities, including, without limitation, the allocable portion of all salaries and wages, benefits and overhead of such employees; (whether partnershipiv) all costs of borrowed money, corporationtaxes and assessments on the Property and other taxes applicable to the NL Entities; (v) legal, or other), including accounting, legal audit, brokerage, and general administrative other fees; (vi) fees and expenses that are not paid to independent contractors, mortgage bankers, real estate brokers, and other agents; (vii) costs of operating the Building. (4) Wages and benefits of any employee who does not devote substantially all of his or her time to the Buildingleasing, unless such wages and benefits are prorated to reflect time spent on operating and managing the Building. (5) Late feesacquiring, fines and penaltiesowning, except to the extent caused by Lessee. (6) Costs (including permitconstructing, 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, decoratingoperating, painting or redecorating the space of tenants or other occupants and disposing of the Building. Property; (7viii) Expenses expenses incurred in connection with services the construction, alteration, maintenance, repair, remodeling, refurbishment, leasing and operation of the 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 benefits that are 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 provided entitled to Lessee, except as provided to all tenants or be indemnified under Article 15; (xii) costs incurred in connection with any litigation in which the Building generallyNL 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 which Lessee is charged 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 provided to another tenant in fact performed by the Manager or occupant its Affiliates, but not in excess of the building without a separate charge. (8) Costs paid amounts which the NL Entities would otherwise be required to Lessor or pay to affiliates of Lessor independent parties for comparable services in the Buildingsame geographic locale; (xv) expenses of revising, including management feesamending, to the extent the same exceed modifying, or would exceed the terminating this Agreement; (xvi) all other costs for such services if provided by unaffiliated third parties on a competitive basis. (9) Rentals and other related expenses incurred in connection with the leasing of air conditioning systemsNL Entities’ business, elevators or including travel to and from the Property; and (xvii) all other equipment that would ordinarily be considered capital costs and 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 incurred in connection with Lessor’s mortgage financing or other borrowingthe business of the NL Entities exclusive of those set forth in Section 9.02.

Operating Expenses. Lessor The Venture shall use commercially reasonable best efforts to control increases in Operating Expenses throughout bear all other costs and expenses of the Lease Term. In calculating Operating Expenses throughout Venture’s activities and operations, including without limitation, the Lease Term, following: (i) property management Taxes of the Venture, fees included in Operating Expenses shall not be charged in excess and expenses of five percent professional advisors to the Venture, premiums for insurance (5%) including, without limitation, error and omissions, directors and officers and other forms of Basic Rental liability insurance (other than the cost of liability insurance for the BuildingManager, its Affiliates and any of their respective officers, directors, partners, members, shareholders and employees)) protecting the Venture, the Manager and other Indemnified Persons and litigation costs of the Venture; (ii) capital improvements administrative expenses related to the Building shall be straight-line amortized over Venture, including without limitation, fees and expenses of accountants, lawyers and other professionals incurred in connection with the useful life Venture’s annual audit, financial reporting, legal opinions and preparation of the improvement, and Tax Returns; (iii) the Venture’s proportionate share of all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Buildingfees, by insurance, or by anyone else costs and expenses (other than reimbursement Non‑Reimbursable Expenses) incurred in evaluating, developing, negotiating, structuring, acquiring, holding, appraising, financing, selling or otherwise disposing of Operating Expenses 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 fees and out‑of‑pocket expenses related thereto); (iv) all fees and expenses incurred in connection with obtaining independent, third‑party valuations of the Venture pursuant to triple net leases). Section 12.6; (2v) Any bad debt lossindemnification expenses incurred pursuant to Section 7.2; and (vi) all other customary fees, rent loss, or reserves for bad debts or rent loss. (3) Costs associated with the operation costs and expenses 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 of operating the Building. (4) Wages and benefits of any employee who does not devote substantially all of his or her time Venture payable 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 penaltiesPersons 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 accordance with Article 3 in order to enable the extent caused by Lessee. (6) Costs Venture to pay any Operating Expenses. For the avoidance of doubt, neither the Venture nor any Entity in which the Venture owns a direct or indirect interest (including permit, license and inspection costsa 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) incurred with respect to the installation of tenant improvements made shall pay or reimburse BHMF Member or its Affiliates for new tenants in the Building, or incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the Building generally, any Dead Deal Costs or for any Non‑Reimbursable Expenses, which Lessee is charged directly but which costs and expenses are provided to another tenant or occupant solely for the account of the building without a separate chargeBHMF GP. (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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor “Operating Expenses” shall use commercially reasonable best efforts to control increases in mean, collectively, the Premises Operating Expenses, Building Operating Expenses throughout the Lease Termand Project Operating Expenses. In calculating addition, the Operating Expenses throughout the Lease Term, (i) shall include a property management fees included fee equal to three percent (3%) of the Base Rent then payable under this Lease. Notwithstanding anything to the contrary contained in this Lease, Operating Expenses shall not be charged in excess include, and Tenant shall have no obligation to pay for, the following: (i) the costs of five percent (5%) of Basic Rental for the Buildingrepair, replacement, or restoration work occasioned by any casualty pursuant to Section 12 below or condemnation pursuant to Section 13 below; (ii) capital improvements to the Building shall be straight-line amortized over the useful life of the improvementleasing 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 a new tenant’s occupancy; (iii) all finance and debt service fees, principal and/or interest on debt or amortization payments on any mortgages executed by Landlord covering Landlord’s property, any other indebtedness of Landlord, and rental under any ground lease or leases for the Building or the Project; (iv) any depreciation allowance or expense, amortization (except as expressly provided for in this Section 6), expense reserve and other non-cash items; (v) except for management fees, Landlord’s general overhead; (vi) any costs or expenses representing any amount paid for services and materials to a (personal or business) related person, firm, or entity to the extent such amount exceeds the amount that would have been paid for such service or materials at the then existing market rates in the absence of such relationship; (vii) costs of electrical energy furnished and metered directly to tenants of the following items shall Building or for which Landlord is entitled to be excluded from reimbursed by tenants as additional rental over and above that tenant’s Base Rent or pass-through of Operating Expenses: ; (1viii) Costs for which Lessor is reimbursed by the cost of any work or service furnished to any tenant or occupant of the BuildingBuilding at such tenant’s cost; (ix) the costs and expenses incurred in resolving disputes with other tenants, by insuranceother 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 anyone else the activities of another tenant of the Building or the Project; (other than xi) the costs for items and services which any tenant reimburses Landlord or pays third persons, to the extent of such reimbursement of Operating Expenses pursuant to triple net leases). or payment; (2xii) Any bad debt loss, rent loss, or reserves for bad debts or rent loss. (3) Costs associated costs incurred in connection 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 of operating the Building. (4) Wages and benefits presence 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. Hazardous Materials (5) Late fees, fines and penaltiesas defined in Section 8.6.1 below), except to the extent caused by Lessee. the release or emission of the Hazardous Materials in question by Tenant; (6xiii) Costs (including permit, license the costs and inspection costs) incurred with respect expenses attributable to the installation construction of tenant improvements made for new tenants the Building or Project, including correcting defects in the Buildingconstruction 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 incurred in renovating repairs, alterations, and general maintenance necessitated by the negligence or otherwise improving, decorating, painting or redecorating the space willful misconduct of tenants or any other occupants of the Building. tenant (7excluding Tenant) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. Building or Project or any of their respective agents, employees, contractors, invitees, or licensees; (8) Costs paid xviii) interest or penalties due to Lessor the late payment of taxes, utility bills or other such costs not caused by Tenant’s failure to affiliates of Lessor make payments due hereunder; (xix) any cost for services overtime or other expenses to Landlord in curing defaults; and (xx) the Buildingcosts, including management 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 extent Building or Project of building codes, any governmental rule or requirement or the same exceed or would exceed the costs for such services if provided by unaffiliated third parties on a competitive basis. (9) Rentals terms and other related expenses incurred in the leasing conditions of air conditioning systems, elevators or other equipment that would ordinarily be considered capital expenses if purchased, excluding equipment not affixed any lease pertaining to the Building that is used in providing janitorial or similar servicesany other contract. (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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor The Venture shall use commercially reasonable best efforts to control increases in Operating Expenses throughout bear all other costs and expenses of the Lease Term. In calculating Operating Expenses throughout Venture’s activities and operations, including without limitation the Lease Term, following: (i) property management Taxes of the Venture, fees included in Operating Expenses shall not be charged in excess and expenses of five percent professional advisors to the Venture, premiums for insurance (5%) including, without limitation, error and omissions, directors and officers and other forms of Basic Rental liability insurance (other than the cost of liability insurance for the BuildingManager, its Affiliates and any of their respective officers, directors, partners, members, shareholders and employees)) protecting the Venture, the Manager and other Indemnified Persons and litigation costs of the Venture; (ii) capital improvements administrative expenses related to the Building shall be straight-line amortized over Venture, including without limitation, fees and expenses of accountants, lawyers and other professionals incurred in connection with the useful life Venture’s annual audit, financial reporting, legal opinions and preparation of the improvement, and Tax Returns; (iii) the Venture’s proportionate share of all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) 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 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 costs and penalties, except to the extent caused by Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) Rentals and other related expenses incurred in holding, appraising, financing, selling or otherwise disposing of or otherwise dealing with the leasing Subsidiary REIT and the Projects (or the Venture’s interest therein); (iv) indemnification expenses incurred pursuant to Section 7.2; and (v) all other customary fees, costs and expenses of air conditioning systemsthe Venture (collectively, elevators “Operating Expenses”). The Manager may make one or other equipment that would ordinarily be considered capital expenses if purchased, excluding equipment not affixed more Capital Calls in accordance with Article 3 in order to enable the Building that is used in providing janitorial or similar servicesVenture to pay any Operating Expenses. (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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor The term “Operating Expenses” shall use commercially reasonable best efforts mean all costs and expenses paid or incurred with respect to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout ownership, repair, replacement, restoration, maintenance and operation of the Lease TermProperty, including, without limitation, the following: (i) property management fees included all costs, wages and benefits of employees or other agents of Landlord or Agent engaged in Operating Expenses shall not be charged in excess the operation, maintenance or rendition of five percent (5%) of Basic Rental other services to or for the Building, Property; (ii) to the extent not separately metered, billed or furnished, 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) all premiums for casualty, workers’ compensation, liability, boiler, flood and all other types of insurance provided by Landlord and relating to the Property; (iv) the cost of all supplies, tools, materials and equipment utilized in the ownership and/or operation of the Property, and sales and other taxes thereon; (v) amounts charged by any or all of contractors, materialmen and suppliers for services, materials and supplies furnished in connection with the operation, repair and maintenance of any part of the Property, including, without limitation, the structural elements of the Property and the Common Areas; (vi) management fees to Agent or other persons or management entities actually involved in the management and 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 shall be straight-line Property (with the cost of such capital improvements amortized over the useful life of the improvement, and improvement as determined by generally accepted accounting procedures); (iiiviii) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) 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 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 Lessee. (6) Costs (including permit, license and inspection costs) professional fees 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lesseethe operation, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant management and maintenance of the building without a separate charge. Property; (8) Costs paid ix) Taxes, as hereinafter defined; (x) the fees and assessments charged by any owner’s association (“Association Fees”); and (xi) the Park Expenses (as hereinafter defined). Snow removal from paved parking lots and driveways on the Premises and landscaping of the Property (“Snow Removal and Landscaping Costs”) shall be the responsibility of Tenant and shall not be included in Operating Expenses charged as additional rent by Landlord; provided, however, that if Tenant fails to Lessor or to affiliates of Lessor perform these obligations in accordance with standard custom and practice for services similar industrial/commercial properties located in the BuildingMenomonee Falls, including management feesWisconsin, and subject to the extent notice and cure provisions set forth in Section 22 of this Lease, then Landlord shall have the same exceed or would exceed the costs right to undertake responsibility for such services if provided by unaffiliated third parties on a competitive basis. (9) Rentals snow removal 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 landscaping and shall add Snow Removal Landscaping Costs to the Building that is used Operating Expenses included in providing janitorial or similar servicesAdditional Rent. (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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor In addition to the Monthly Base Rent, Tenant shall use commercially reasonable best efforts pay to control increases in Landlord Tenant’s Percentage of Operating Expenses throughout (which includes all costs and expenses of operation and maintenance of the Lease TermCommon Areas and the Site), in the manner and at the times set forth in the following provisions of this Section 1.18. In calculating “Operating Expenses” shall consist of all costs and expenses of operation, maintenance and repair of the Building and Common Areas as determined by standard accounting practices and calculated assuming the Building is at least ninety-five percent (95%) occupied, together with all costs and expenses of operation and maintenance of the 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 throughout include the Lease Term, following costs by way of illustration but not limitation: (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for any and all assessments imposed with respect to the Building, Common Areas, and/or Site pursuant to any covenants, conditions and restrictions affecting the Property; (ii) capital improvements 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; (iii) all costs of utilities serving the Common Areas and any costs of utilities for the Premises which are not separately metered, (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, legal fees and real estate consultant’s fees, and (5) a management/administrative fee equal to 3% of Monthly Base Rent, provided, however, that during the Rent Abatement Period, the management/administrative fee shall be calculated as if the Monthly Base Rent were $16,090.20 each month; (viii) repair and maintenance of other portions of the Building shall be 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 the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord and not maintained by Tenant pursuant to Section 8.2 of the Standard Provisions; (ix) maintenance, costs and upkeep of all parking and Common Areas; (x) amortization on a straight-line amortized basis over the useful life of the improvementcapital improvement related work based on generally accepted accounting principles, and together with interest at the Interest Rate (iii) all as defined in Section 1.12 of the following items shall be excluded from Operating Expenses: Lease Summary) on the unamortized balance of all costs of a capital nature (including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools): (1) Costs 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 which Lessor is reimbursed by repair or replacement of any tenant equipment or occupant of improvements needed to operate and/or maintain the Building, by insurance, the Common Areas and/or the Site at the same quality levels as prior to the repair or by anyone else replacement; (xi) costs and expenses of gardening and landscaping; (xii) maintenance of signs (other than reimbursement signs of Operating Expenses pursuant to triple net leases). (2) Any bad debt loss, rent loss, or reserves for bad debts or rent loss. (3) Costs associated with the operation tenants of the business of the entity which constitutes Lessor Site); (whether partnership, corporation, xiii) personal property taxes levied on or other), including accounting, legal and general administrative expenses that are not costs of operating the Building. (4) Wages and benefits of any employee who does not devote substantially all of his or her time attributable to personal property used in connection with the Building, unless such wages the Common Areas and/or the Site; and benefits are prorated (xiv) costs and expenses of repairs, resurfacing, repairing, maintenance, painting, lighting and similar items, including appropriate reserves for anticipated Operating Expenses for the next ensuring twelve month period. As of the date of this Lease, Landlord represents that Operating Expenses for the calendar year 2010 the monthly Operating Expenses is estimated to reflect time spent on operating and managing the Building. (5) Late fees, fines and penalties, except to the extent caused by Lessee. (6) Costs (including permit, license and inspection costs) incurred with respect to the installation of tenant improvements made for new tenants be $0.23 per rentable square foot per month in the Building, or incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.Premises,

Operating Expenses. Lessor 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 use commercially reasonable best efforts pay, in addition to control increases in all rent payable by Tenant to Landlord pursuant to Article III hereof, all Operating Expenses throughout Expenses. 4.2. For the Lease Term. In calculating purposes of this Lease, “Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses Expenses” shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) capital improvements defined as all costs and expenses related to the Building shall be straight-line amortized over the useful life of the improvement, leased property and (iii) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated with the operation of the Business, 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 payroll and other employment taxes incurred during the term of the entity which constitutes Lessor (whether partnership, corporation, or other)Lease, including accountingwithout limitation wages of Employees and executive compensation to Tenant’s chief executive officer, legal president and general administrative expenses that are not costs of chief operating the Building. (4) Wages officer; all premiums 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred other contributions with respect to the installation 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 tenant improvements made for new tenants years rather than expensed in the Buildingyear incurred and which were approved by Landlord pursuant to 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 during the term of this Lease and any new or incurred in renovating additional taxes, assessments, levies or penalties which may be imposed against Tenant or the leased property or otherwise improving, decorating, painting or redecorating pertaining to the space of tenants or other occupants operation of the BuildingBusiness by Tenant during term of this Lease. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout Commencing on the Lease Term. In calculating Operating Expenses Phase 1 Commencement Date and continuing throughout the Lease Term, ▇▇▇▇▇▇ agrees to pay to Landlord, as Additional Rent, Tenant’s Proportionate Share (iwith 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) property management fees included 6 above. The term “operating expenses” shall mean any and all expenses incurred by Landlord in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for connection with owning, managing, operating, maintaining, servicing, insuring and repairing the Building, (ii) 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: including but not limited to: (1) Costs for which Lessor is reimbursed by any tenant wages and salaries of all employees engaged in the management, operation or occupant 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 ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (128,394 square feet); (ii) 28.91% to the building located at ​ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (83,142 square feet); (iii) 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 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 any of the following, except to the extent that such costs and expenses are included in operating expenses as described above: costs of painting or decorating 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, income taxes incurred by Landlord with respect to the Building or the Project, depreciation and amortization of the Building, costs and 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 Landlord is reimbursed by insurance, or by anyone else (other than reimbursement fees with respect to any loan on the Building, costs of Operating Expenses pursuant to triple net leases). (2) Any enforcing leases against tenants of the Building, any bad debt loss, rent loss, loss or reserves for bad debts or rent loss. (3) 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 of operating the Building. (4) Wages and benefits of same. Notwithstanding any employee who does not devote substantially all of his or her time other provision herein to the Buildingcontrary, 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred with respect to the installation of tenant improvements made for new tenants it is agreed that in the Building, or incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or event the Building generallyis not fully occupied during any calendar year, or for which Lessee is charged directly but which are provided to another tenant or occupant of an adjustment shall be made in computing 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 operating expenses for such services if provided by unaffiliated third parties on a competitive basis. (9) Rentals and other related year so that the operating expenses incurred in the leasing of air conditioning systems, elevators or other equipment that would ordinarily shall be considered capital expenses if purchased, excluding equipment not affixed to computed for such year as though the Building had been ninety-five (95%) percent occupied during such year. In the event that is used in providing janitorial or similar servicesspecific tenants are billed directly for certain charges normally covered under operating expenses, Tenant’s pro rata share will be appropriately adjusted. (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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Section 4.02 of the Lease is hereby amended by adding the following at the end thereof: "Operating Expenses throughout shall exclude the Lease Term. In calculating Operating Expenses throughout the Lease Term, following: (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, Any ground lease rental; (ii) Costs of capital improvements to the Building shall be straight-line amortized over the useful life of the improvementimprovements, replacements or equipment and (iii) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant depreciation or occupant of the Building, by insurance, or by anyone 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. (3) 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 amortization expenses that are not costs 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 penaltiesthereon, except to the extent caused (A) reasonably intended to produce a reduction in Operating Expenses, (B) required by Lesseeany 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. (6iii) 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 capital 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 inspection costs) , incurred with respect to the installation of tenant Lessee or other occupant improvements made for new tenants Lessees or other occupants in the Building, the Project and/or the Property or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for or the space premises of tenants other Lessees or other occupants of the Building.; (7vi) Expenses Marketing costs, including leasing comm1ss1ons, attorneys' fees in connection with services the negotiation and preparation or enforcement of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective Lessees or other benefits that are not provided to Lessee, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant occupants 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, Project or the Property; (vii) Costs incurred by Lessor due to the extent violation by Lessor of the same exceed terms and conditions of any lease of space in the Building or would exceed the costs for such services if provided by unaffiliated third parties on a competitive basis.Project; (9viii) Rentals interest, principal, points and fees on debt or 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 Building or Project is situated; (ix) Except for making repairs or keeping permanent systems in operation while repairs are being made, rentals and other related expenses incurred in the leasing of air conditioning systems, elevators or other equipment that would ordinarily considered to be considered of a capital expenses if purchasednature; {2095-0217/00122181;3} (x) Advertising and promotional expenditures (except for retail property promotions); (xi) Costs incurred in connection with upgrading the Building, excluding equipment not affixed Project or Property to comply with disability, life, fire and safety codes in effect prior to the Building that is used in providing janitorial or similar services.issuance of the temporary certificate of occupancy for the Building; (10xii) 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 's charitable or political or charitable contributions.; (11xiv) Costs The depreciation of the Building and other real property structures on the Property; (xv) Lessor's general corporate overhead and general administrative expenses not related to the operation of the Building or the Project; (xvi) Any bad debt loss, rent loss or reserves for sculpture, paintingsbad debts or rent loss, or other art objects, other than costs related to ordinary maintenance and securityreserves for equipment or capital replacement. (12) Cost of ownership such as ground lease payments, principal, amortization payments and interest charges in connection with Lessor’s mortgage financing or other borrowing."

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases If Operating Expenses, as hereinafter defined, in any calendar year commencing with the calendar year specified in item 7.01(a) of Exhibit B, are more than the corresponding Operating Expenses throughout during the Lease Term. In calculating 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 throughout which exceed the Lease TermBase Year Operating Expenses (“Excess Operating Expenses”), plus 5% of the Excess Operating Expenses as Lessor’s supervisory fee. For purposes of this Section 7.01, Operating Expenses shall mean and include any and all actual operating expenses paid or incurred by the Lessor for the operation, maintenance and servicing of the Complex, including, but not limited to, the following: (i) property management fees included in Operating Expenses shall The actual wages, salaries and benefits (including but not be charged in excess of five percent (5%limited to vacation pay and union payments or benefits, if any) of Basic Rental for all Complex employees engaged in the Buildingoperation, repair and maintenance of the Complex, including employers’ social security taxes and any other taxes which may be levied on such wages and salaries; (ii) capital improvements to All supplies and materials used in the Building shall be straight-line amortized over the useful life operation and maintenance of the improvementComplex, including but not limited to janitorial and Complex supplies; (iii) The 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 following items shall be excluded from Operating Expenses:Complex; (1iv) Costs Premiums paid on insurance for which Lessor is reimbursed by any tenant or occupant of the Buildingpublic liability, by insuranceworkers’ compensation, or by anyone else (fire and extended coverage and other than reimbursement of Operating Expenses pursuant insurance attributable to triple net leases). (2) Any bad debt loss, rent loss, or reserves for bad debts or rent loss. (3) Costs associated with the operation of the business Complex; (v) Maintenance, repair, and 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 entity Complex for the accommodation of a specific tenant or tenants; however, this shall not exclude painting of vacant tenant the Premises which constitutes Lessor shall be considered a normal operating expense; (whether partnershipvii) The cost of necessary office supplies and expenses, corporationlegal 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 otherany 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 the benefit thereof (“Taxes”), including accountingbut shall not include any cost, legal such as property taxes, the actual cost of which is allocated to and general administrative expenses that paid by Lessee, either by direct payment or reimbursement to Lessor. In the event any charges are not costs of operating the Building. (4) Wages and benefits of any employee who does not devote substantially all of his or her time entirely attributable to the Buildingoperation and maintenance of the Complex, unless Lessor shall make a reasonable allocation of such wages and benefits are prorated to reflect time spent on operating and managing the Building. (5) Late fees, fines and penalties, except charges to the extent caused by Lessee. (6) Costs (including permit, license and inspection costs) incurred with respect attributable 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 occupants of the BuildingComplex. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases (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 Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Termaccordance with accepted principles of sound management and accounting practices as applied for first-class office buildings, including, without limitation: (i) property management fees included 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 Tenant is the sole occupant of the Building and responsible for all the Operating Expenses, Impositions (as defined in Operating Expenses shall not be charged paragraph 6.01 above), and for all utility charges for the Building (as provided in excess of five percent (5%) of Basic Rental paragraph 4.01, and the Land upon which the Building is located and the parking areas for the Building, (ii) capital improvements . Notwithstanding anything to the Building shall be straight-line amortized over the useful life of the improvementcontrary, and (iii) all of the following items expenses shall be excluded from Operating Expenses: (1a) Costs expenses for any capital improvement made to the Building which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone else (other than reimbursement of do not reduce Operating Expenses pursuant to triple net leases).Expenses; (2b) Any bad debt loss, rent loss, expenses for repairs or reserves for bad debts other work occasioned by an insured fire or rent loss.other insured casualty; (3c) Costs associated with the operation of the business of the entity which constitutes Lessor (whether partnership, corporation, expenses incurred in leasing or other)procuring new tenants, including accounting, commissions and fees for legal services and general administrative expenses that are not costs of operating the Building.advertising; (4d) Wages legal expenses incurred in enforcing the terms and benefits conditions 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.lease; (5e) Late fees, fines and penalties, except to interest or amortization payments on any mortgage or obligation in the extent caused by Lessee.nature of a mortgage; (6f) Costs (including permit, license and inspection costs) expenses 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant maintenance and operation of the building without a separate charge.any pay parking area; (8) Costs paid to Lessor g) land rent 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. (9) 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, principalif any; (h) costs of refinancing; (i) interest or penalties incurred by Landlord’s late payments; (j) cost of art work; (k) net income taxes; (l) capital tax, amortization payments 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 warranty coverage period exclusive of those items subject to normal wear and interest charges in connection with Lessor’s mortgage financing tear and damage caused by Tenant, its agents, contractors or employees; (o) Roof and sidewalk repairs during the initial term except those caused by Tenant, its agents, contractors or employees; (p) Intentionally Deleted; and (q) Repairs or other borrowingcosts resulting from the negligence or willful misconduct of Landlord, its agents, contractors or employees during the warranty coverage period.

Operating Expenses. Lessor Licensee shall use commercially reasonable best efforts pay to control increases Licensor as Additional Fees during the Term hereof, in addition to the Base Annual Fee, Licensee’s proportionate share (“Proportionate Share”) of the costs 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 throughout shall specifically exclude the Lease Term. In calculating Operating Expenses throughout the Lease Term, following: (i) property management fees included in Operating Expenses shall replacement of capital items not be charged in excess of five percent (5%) of Basic Rental for located on the Building, Premises, (ii) capital improvements to the Building shall be straight-line amortized over the useful life expenses of the improvement, and leasing space, (iii) all 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 any increases in Real Property Taxes (as hereinafter defined) that result from changes in ownership of the following items shall be excluded from Operating Expenses:Property, (1x) Costs for which Lessor is reimbursed by any tenant or occupant curing of construction defects, (xi) maintenance, repairs and/or replacements of the Building, by insurance, foundation or by anyone else (other than reimbursement structural repairs of Operating Expenses pursuant to triple net leases).the buildings on the Property, (2xii) Any bad debt loss, rent loss, or reserves for bad debts or rent loss.any and all costs of Licensor in complying with its obligations under Article 6(b)(i) (Compliance with Legal Requirements), (3xiii) Costs associated any and all costs of Licensor in complying with its obligations under Article 27 (HSE Matters) including, without limitation, the costs and expenses of clean-up, remediation, environmental surveys/assessments, compliance with HSE Laws (as hereinafter defined), consulting fees, treatment and monitoring charges, transportation expenses and disposal fees, etc., (xiv) any and all costs of Licensor for repairs resulting from damage, destruction or condemnation covered by other provisions of this Agreement, (xv) rent under any ground or underlying lease, (xvi) any and all costs incurred by Licensor in connection with the transfer or disposition of Licensor’s interest in the Property, (xvii) any 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 Licensee, and (xix) the business cost of any item or 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 entity which constitutes Lessor (whether partnership, corporation, or other), including accounting, legal and general administrative expenses that are not costs of operating the Buildingdisputed amounts. (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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout the Lease TermExclusions. In calculating Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) capital improvements Notwithstanding anything to the Building shall be straight-line amortized over the useful life of the improvementcontrary contained in this Lease, and (iii) all of the following items shall be excluded from Operating Expenses: (1i) Costs incurred in connection with the original construction of the Project or in connection with any 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 part of any lease to Tenant or other tenants: (iii) Depreciation or interest on debt or amortization payments on any mortgage or mortgages, and rental under any ground or underlying leases or lease (except to the extent the same may be made to pay or reimburse, or may be measured by, ad valorem taxes); (iv) Costs of correcting defects in or inadequacy of the initial design or construction of the 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, and 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 Lessor 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 Building, by insurance, Project or by anyone else (other than reimbursement insurance from its insurance carrier or any insurance carrier of Operating Expenses pursuant to triple net leases).any tenant; (2viii) Any bad debt loss, rent loss, or reserves for bad debts or rent loss.; (3ix) Expenses in connection with services (including sub-metered utilities) or other 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 Lessor 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 (whether partnershipexcept as the actions of Tenant may be in issue), corporationcosts 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 other), including accounting, legal between Landlord and general administrative expenses that are not costs other tenants or occupants of operating the Building.Project; (4xi) Wages The wages and benefits of any employee who does not devote substantially all of his or her employed time to the BuildingBuilding or the Project, unless such wages and benefits are prorated to reflect time spent on operating and managing the Building.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; (5xii) Late feesFines, 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 penaltiesconditions 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 caused by Lessee.of customary deductibles; (6xv) Costs All costs in connection with the ownership, operation and maintenance of any garage facilities not located within and as a part of and available for use by the 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 Building, Project or incurred in renovating or otherwise improving, decorating, painting or redecorating the vacant space of for tenants or other occupants of the Building.Project (excluding, however, such costs relating to any common areas of the Project or parking facilities); (7xvii) Expenses in connection with services Any amount paid by Landlord or other benefits that are not provided to Lessee, except as provided to all tenants the parent organization or the Building generally, a subsidiary or for which Lessee is charged directly but which are provided to another tenant or occupant affiliate of the building without a separate charge. (8) Costs paid to Lessor or to affiliates of Lessor Landlord for supplies and/or services in the Building, including management fees, Project to the extent the same exceed or would exceed exceeds the costs for of such supplies and/or services if provided rendered by qualified, first-class unaffiliated third parties on a competitive basis.; (9xviii) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by or on behalf of the Landlord; (xix) Rentals and other related expenses incurred in the leasing of air conditioning systems, elevators or other equipment that which if purchased the cost of which would ordinarily be considered excluded from Operating Expenses as a capital expenses if purchasedcost, excluding except equipment not affixed to the Building that Project which is used in providing janitorial or similar services.services and, further excepting from this exclusion such equipment rented or leased to remedy or ameliorate an emergency condition in the Project but only, to the extent reasonably required in connection with such emergency; (10xx) Costs arising from Lessor’s political or charitable contributions.Electric power costs for which any tenant directly contracts with a public service company; (11xxi) Costs Costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other art objectsobjects 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 a 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 (including, 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 costs related with respect to ordinary maintenance and security.a receptionist or secretary in the Project office, once per year; (12xxx) Cost Costs of ownership such any training or incentive programs, other than for tenant life safety information services; (xxxi) In-house legal and/or accounting (as ground lease paymentsopposed to office building bookkeeping) fees; (xxxii) Legal fees and costs, principalsettlements, amortization 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 Building and as to which either (x) Tenant is separately charged, or (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 (except as set forth in item 4.2.4.1 (xii) and (xiii), above); (xxxvi) Late charges, penalties, liquidated damages, and interest charges 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 Lessor’s mortgage financing any portion of the ground floor or any mezzanine levels, or any other borrowingfloor 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. Lessor shall use commercially reasonable best efforts to control increases in Section 4.02 of the Lease is hereby amended by adding the following at the end thereof: “Operating Expenses throughout shall exclude the Lease Term. In calculating Operating Expenses throughout the Lease Term, following: (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, Any ground lease rental; (ii) Costs of capital improvements to the Building shall be straight-line amortized over the useful life of the improvementimprovements, replacements or equipment and (iii) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant depreciation or occupant of the Building, by insurance, or by anyone 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. (3) 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 amortization expenses that are not costs 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 penaltiesthereon, except to the extent caused (A) reasonably intended to produce a reduction in Operating Expenses, (B) required by Lesseeany 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. (6iii) 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 capital 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 inspection costs) , incurred with respect to the installation of tenant Lessee or other occupant improvements made for new tenants Lessees or other occupants in the Building, the Project and/or the Property or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for or the space premises of tenants other Lessees or other occupants of the Building.; (7vi) Expenses Marketing costs, including leasing commissions, attorneys’ fees in connection with services the negotiation and preparation or enforcement of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective Lessees or other benefits that are not provided to Lessee, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant occupants 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, Project or the Property; (vii) Costs incurred by Lessor due to the extent violation by Lessor of the same exceed terms and conditions of any lease of space in the Building or would exceed the costs for such services if provided by unaffiliated third parties on a competitive basis.Project; (9viii) Rentals interest, principal, points and fees on debt or 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 Building or Project is situated; (ix) Except for making repairs or keeping permanent systems in operation while repairs are being made, rentals and other related expenses incurred in the leasing of air conditioning systems, elevators or other equipment that would ordinarily considered to be considered of a capital expenses if purchasednature; (x) Advertising and promotional expenditures (except for retail property promotions); (xi) Costs incurred in connection with upgrading the Building, excluding equipment not affixed Project or Property to comply with disability, life, fire and safety codes in effect prior to the Building that is used in providing janitorial or similar services.issuance of the temporary certificate of occupancy for the Building; (10xii) 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 or charitable contributions.; (11xiv) Costs The depreciation of the Building and other real property structures on the Property; (xv) Lessor’s general corporate overhead and general administrative expenses not related to the operation of the Building or the Project; (xvi) Any bad debt loss, rent loss or reserves for sculpture, paintingsbad debts or rent loss, or other art objects, other than costs related to ordinary maintenance and securityreserves for equipment or capital replacement. (12) Cost of ownership such as ground lease payments, principal, amortization payments and interest charges in connection with Lessor’s mortgage financing or other borrowing.”

Operating Expenses. Lessor The term “Operating Expenses” shall use commercially reasonable best efforts to control increases mean any and all costs, charges or expenses incurred in connection with the ownership, management, administration, repair, operation and/or maintenance of the Property. Operating Expenses throughout include, but are not limited to, the Lease Term. In calculating Operating Expenses throughout the Lease Term, following: (i) property wages, salaries and fees of all employees and contractors, including, without limitation, any on-site management fees included agent and staff, whether employed or engaged by Landlord or the Building’s management company, in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental connection with the operation, maintenance, repair, administration, security, cleaning or other work or services for the Building, the Property, or any portion thereof, and all costs related to or associated with such employees and contractors or the carrying out of their duties, including, 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) capital improvements to 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 Building shall be straight-line amortized over the useful life operation, cleaning, management, repair or maintenance of the improvement, and Property; (iii) costs, expenses and charges of all utilities, including, without limitation, telephone (including all costs and expenses of telephone service for the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Buildingalarm system, by insurance, or by anyone 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. (3) Costs associated with the operation of the business of the entity which constitutes Lessor (whether partnership, corporation, or otherif any), including accountingwater, legal sewer, power, gas, lighting, and general administrative expenses that are not costs of operating HVAC for 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 penaltiesProperty, except to the extent caused such utilities are charged directly to and paid in full directly by Lessee. a tenant of the Building (6but such expenses may be included in Operating Expenses for purposes of grossing up Operating Expenses); (iv) Costs 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 ▇▇▇▇▇, and lobbies and Common Areas; (vi) costs, expenses and charges of all maintenance of the Building or other portions of the Property, including, without limitation, painting, landscaping, grounds keeping and the patching, painting, 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 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 inspection costs; (xv) incurred with respect to costs of employee shuttles and other transportation management efforts; and (xvi) the installation cost of tenant capital repairs, like-kind replacements, or the cost of capital improvements made for new tenants in to the Building, the Property or incurred any portion thereof that (x) are intended as a labor-saving device or to effect other economies in renovating the maintenance or otherwise improvingoperation of all or a part of the Property or to reduce Real Property Taxes, decoratingor (y) are required under any governmental law, painting rule, order or redecorating regulation or (z) needed periodically to maintain the space appearance or performance of tenants the Property or its quality. All such capital expenditures may be amortized (including interest on the unamortized cost at the rate which is the greater of ten percent (10%) per annum or ▇▇▇▇▇ 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 occupants 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 a commercially reasonable manner selected by Landlord. If the occupancy of the Building. , during any calendar year (7including the Base Year) is less than ninety-five percent (95%), Landlord shall make adjustments to the variable components of Operating Expenses in connection with services or 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 benefits 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 (provided that Landlord reserves the right to Lessee, except as provided charge such costs directly to all tenants or the 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, Tenant to the extent any of the same exceed following are caused by the actions or would exceed the costs for such services if provided by unaffiliated third parties on a competitive basis. (9) Rentals and other related expenses incurred in the leasing inactions 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, paintingsTenant, or other art objects, other than costs related result from the failure of Tenant to ordinary maintenance and security. (12) Cost comply with the terms of ownership such as ground lease payments, principal, amortization payments and interest charges in connection with Lessor’s mortgage financing or other borrowing.this Lease):

Operating Expenses. Lessor All costs, expenses and disbursements of every kind and nature which Landlord shall use commercially reasonable best efforts pay or become obligated to control increases pay in connection with the ownership, management, operation, maintenance, replacement and repair of the Property (including the amortized portion of any capital expenditure or improvement, together with interest thereon). Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Termshall not include, (i) property management fees included in Operating Expenses shall not be charged in excess costs of five percent (5%) alterations and decorations of Basic Rental for the premises of tenants of the Building, (ii) costs of capital improvements to the Building shall be straight-line (except for amortized over portion of capital improvements (together with interest thereon) installed for the useful life purpose of the improvementreducing or controlling Operating Expenses or complying with applicable Laws), and (iii) all of the following items shall be excluded from Operating Expenses: depreciation charges, (1iv) Costs interest and principal payments on loans (except for loans for capital improvements which Lessor Landlord is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone else (other than reimbursement of allowed to include in Operating Expenses pursuant to triple net leases). (2) Any bad debt loss, rent loss, or reserves for bad debts or rent loss. (3) Costs associated with the operation of the business of the entity which constitutes Lessor (whether partnership, corporation, or otheras provided above), including accounting(v) ground rental payments, legal (vi) real estate brokerage and general administrative leasing commissions, (vii) advertising and marketing expenses, (viii) expenses that are not costs incurred in negotiating leases of operating other tenants in the Building. (4) Wages and benefits Building or enforcing lease obligations 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred with respect to the installation of tenant improvements made for new other tenants in the Building, (ix) Landlord’s or incurred in renovating Landlord’s property manager’s corporate general overhead or otherwise improvingcorporate general administrative expenses, decorating(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, painting (xi) salaries or redecorating fringe benefits of personnel above the space grade of Building Manager, (xii) the cost of any items to the extent to which such cost is reimbursed to Landlord by tenants or of the Property (other occupants than by virtue of the pass-throughs of “Operating Expenses” to tenants of the Building. ), insurance or condemnation proceeds or third parties, (7xiii) Expenses costs incurred in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but making of repairs which are provided to the obligation of 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 feesand (xiv) costs incurred by Landlord as a result of Landlord’s breach of this Lease or any other lease with a tenant of the Property. If any Operating Expense, though paid in one year, relates to the extent the same exceed or would exceed the costs for more than one calendar year, at option of Landlord such services if provided by unaffiliated third parties on a competitive basisexpense may be proportionately allocated among such related calendar years. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor Subject to the limitations set forth in Section 9.02, the AHP Entities shall use commercially reasonable best efforts to control increases in Operating Expenses throughout pay directly, or reimburse the Lease Term. In calculating Operating Expenses throughout Manager as the Lease Termcase may be, for all of the costs and expenses of the AHP Entities’ operations, including, without limitation, the following costs and expenses: (i) property management fees included all Organization and Offering Expenses advanced or otherwise paid by the Manager, up to a maximum aggregate amount of 2.5% of the gross proceeds from the sale of Shares in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, Initial Public Offering; (ii) capital improvements to all Acquisition Expenses advanced or otherwise paid by the Building shall be straight-line amortized over the useful life of the improvement, and Manager; (iii) all costs of personnel employed by the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant Manager or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated with the operation of its Affiliates directly involved in the business of the entity which constitutes Lessor AHP Entities, including, without limitation, the allocable portion of all salaries and wages, benefits and overhead of such employees; (whether partnershipiv) all costs of borrowed money, corporationtaxes and assessments on the Property and other taxes applicable to the AHP Entities; (v) legal, or other), including accounting, legal audit, brokerage, and general administrative other fees; (vi) fees and expenses that are not paid to independent contractors, mortgage bankers, real estate brokers, and other agents; (vii) costs of operating the Building. (4) Wages and benefits of any employee who does not devote substantially all of his or her time to the Buildingleasing, unless such wages and benefits are prorated to reflect time spent on operating and managing the Building. (5) Late feesacquiring, fines and penaltiesowning, except to the extent caused by Lessee. (6) Costs (including permitconstructing, 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, decoratingoperating, painting or redecorating the space of tenants or other occupants and disposing of the Building. Property; (7viii) Expenses expenses incurred in connection with services the construction, alteration, maintenance, repair, remodeling, refurbishment, leasing and operation of the 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 benefits that are 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 provided entitled to Lessee, except as provided to all tenants or be indemnified under Article 15; (xii) costs incurred in connection with any litigation in which the Building generallyAHP 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 which Lessee is charged 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 provided to another tenant in fact performed by the Manager or occupant its Affiliates, but not in excess of the building without a separate charge. (8) Costs paid amounts which the AHP Entities would otherwise be required to Lessor or pay to affiliates of Lessor independent parties for comparable services in the Buildingsame geographic locale; (xv) expenses of revising, including management feesamending, to the extent the same exceed modifying, or would exceed the terminating this Agreement; (xvi) all other costs for such services if provided by unaffiliated third parties on a competitive basis. (9) Rentals and other related expenses incurred in connection with the leasing of air conditioning systemsAHP Entities’ business, elevators or including travel to and from the Property; and (xvii) all other equipment that would ordinarily be considered capital costs and 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 incurred in connection with Lessor’s mortgage financing or other borrowingthe business of the AHP Entities exclusive of those set forth in Section 9.02.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases Expenses, costs and liabilities incurred in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) 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 by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated connection with the operation of the business Partnership and the Project and the performance by the General Partner, the Partnership and their respective Affiliates of their respective obligations under this Agreement including, (i) costs and liabilities incurred in connection with litigation or other extraordinary events, D&O liability and other insurance and indemnity expenses, (ii) all taxes, fees and other governmental charges payable by the Partnership, expenses incidental to the transfer, servicing and accounting for the Partnership’s cash and Securities, including all charges of depositories and custodians, and all expenses incurred by the General Partner in its capacity as the Partnership’s “tax matters partner” (as defined under the Code), or a similar role under applicable state or local tax law, as provided under Section 8.4(c) hereof, (iii) all expenses and costs incurred by the General Partner in performing its duties and obligations hereunder or in otherwise managing the operations of the entity which constitutes Lessor Project (whether partnershipincluding the costs and expenses incurred in connection with the site visits, corporationreviews 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 otherwho 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 investment costs actually incurred in connection with the Project, (v) expenses of liquidating the Partnership, (vi) expenses incurred in connection with 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 accountingfees and expenses of independent auditors, legal accountants and general 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 connection with such books and records and statements) and other routine administrative expenses that are of the Partnership, including, but not costs limited to, the cost of operating the Building. preparation of Returns, cash management expenses and insurance and legal expenses, and (4vii) Wages all expenses, including interest, incurred in connection with any indebtedness of the Partnership, shall in each case be borne by the Partnership, 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 practicable (as determined by Lesseethe General Partner), shall be paid directly by the Partnership. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor Tenant shall use commercially reasonable best efforts pay to control increases Landlord as additional rent a proportionate share (as defined in Operating Expenses throughout Section 4.2.4) of all costs and expenses incurred by Landlord from and after the Lease Term. In calculating Operating Expenses throughout period commencing twelve (12) months after the Lease TermTenn Commencement Date in the operation and maintenance of the Building and the Land in accordance with 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 and expenses in connection with (1) insurance, (iincluding without limitation rent insurance), license fees, janitorial service, landscaping, and snow removal, (2) property wages, salaries, management fees included in Operating Expenses (which shall be comparable to those fees for similar buildings), employee benefits, payroll taxes, on-site office expenses, administrative and auditing expenses, professional fees (including, without limitation, legal, accounting and consulting fees but excluding legal fees relating to disputes with tenants and excluding consulting fees not be charged in excess relating to the efficient operation of five percent (5%) of Basic Rental the Building), and equipment and materials for the Buildingoperation, management, and maintenance of said Property, (ii3) capital improvements the furnishing of heat, air conditioning, utilities, and any other service to the Building shall extent to which Landlord is not entitled to be straight-line amortized over the useful life of the improvementreimbursed by tenants, (4) water and sewer rents, and (iii5) expenses incurred in complying with all of 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 items shall be excluded from Operating Expensesthe definition of operating expenses: (1a) Costs costs of special services rendered to tenants for which Lessor a separate charge is reimbursed by any made or which is not an obligation of Landlord under this Lease; (b) costs incurred for the exclusive benefit of a specific tenant or occupant group of the Building, tenants or of a space occupied by insurance, or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leases).Landlord; (2c) Any bad debt loss, rent loss, or reserves for bad debts or rent loss. (3) Costs associated salaries of officers and executives of Landlord not connected with the operation of the business 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 entity costs and the cost of the financing thereof); (g) costs of reconstruction or other work incurred in connection with any fire or other casualty insured or required to be insured against hereunder; (h) the 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 constitutes Lessor Landlord, acting reasonably, has been able to identify, then such cost shall not be included in this subsection h, of this Lease; (whether partnershipi) expenses related to parking operations associated with the Building other than after hours security; (j) the cost of installing, corporationoperating and maintaining any specialty service, such as an observatory, broadcasting facility, luncheon club, retail store, sundry shop, newsstand, concession, or other), including accounting, legal and general administrative expenses that are not costs of operating the Building.athletic or recreational club; (4k) Wages the cost of correcting defects in base building construction (i.e. excluding normal maintenance 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.repair expenses); (51) Late fees, fines and penalties, except insurance premiums to the extent caused by Lessee. (6) Costs (including permit, license and inspection costs) incurred with respect any tenant's particular use causes Landlord's existing insurance premiums to the installation of tenant improvements made for new tenants in the Building, increase or incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided require Landlord to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.purchase additional insurance;

Operating Expenses. Lessor Notwithstanding anything to the contrary set forth in Paragraph 6.1 of the Lease: (a) Landlord agrees that any services provided to the Building by Landlord (or any affiliate of Landlord) and included within the Operating Expenses shall use be provided at a cost which is both commercially reasonable best efforts 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, state or local income taxes owed by the parties constituting Landlord. (c) If Landlord elects, in Landlord's sole discretion, to control increases in pay a real estate tax ▇▇▇▇ for the Building prior to the due date, then Landlord shall pass along any discounts received from such early payment within the calculation of Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, Expenses. (id) property management fees included in Operating Expenses shall not be charged include: (i) capital expenditures to prepare space for occupancy by a new tenant; (ii) repairs occasioned by insured casualties to the extent of the insurance proceeds received by Landlord; (iii) leasing commissions, advertising costs or other expenses incurred in leasing or procuring new tenants or attorneys’ fees which are incurred in connection with 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 extent of the proceeds received by Landlord; (vi) debt service payments; (vii) amounts in excess of five percent fair market rates with respect to any service provided by an affiliate of Landlord; (5%viii) management fees in excess of Basic Rental One Dollar ($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 the Building, which Tenant or any other tenant otherwise reimburses Landlord by direct payment over and above Base Rental; and (iixi) capital improvements any fines or penalties incurred due to violations by Landlord of applicable legal requirements relating to the Building shall be straight-line amortized over or the useful life Project and any expenses 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 improvementdate 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 (iiixv) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) 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 of operating the Building. (4) Wages salaries and benefits of any employee who does not devote substantially all officers of his or her time to the Building, unless such wages and benefits are prorated to reflect time spent on operating and managing the BuildingLandlord. (5) Late fees, fines and penalties, except to the extent caused by Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor 6.11.1. All expenses incurred by the Company shall use commercially reasonable best efforts to control increases in Operating Expenses throughout be borne by the Lease TermCompany and shall be fully payable by the Class A Member and not the Class B Member or the Class C Members. In calculating Operating Expenses throughout the Lease TermThese expenses include, but are not limited to: (i) property management fees included in Operating Expenses shall not be charged in excess the Company's normal operating expenses, including compensation and fringe benefits, services and other overhead charges of five percent (5%) of Basic Rental for the Building, its employees; (ii) capital improvements to expenses for business development, travel and entertainment expenses incurred in connection with the Building shall be straight-line amortized over the useful life of the improvement, Company's business and investments; (iii) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Buildingpostage, by insurancetelephone, or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leases). (2) Any bad debt lossfacsimile, rent lossInternet access charges, or reserves for bad debts or rent loss. (3) Costs associated with the operation of the business of the entity which constitutes Lessor (whether partnershipoffice supplies, corporation, or other), including accounting, legal and general administrative expenses that are not costs 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) Rentals equipment rental and other related administrative and office expenses; (iv) all expenses incurred in the leasing organization of air conditioning systemsthe Company and the offering of membership interests in the Company; (v) all expenses of legal, elevators or accounting, auditing, investment banking, investment research, consulting, advisory, appraisal and other equipment that would ordinarily be considered capital expenses if purchased, excluding equipment not affixed professional services 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 Company in connection with Lessor’s mortgage financing the administration and operation of the Company, including unreimbursed expenses involved in any transaction in which the Company is involved; (vi) all custody, transfer, registration and similar expenses incurred by the 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 borrowingcommunications 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 preparing and filing tax returns and other reports; (xii) expenses incurred in connection with any litigation involving the Company (including investigation and preparation costs) and the amount of any judgment or settlement paid in connection therewith; and (xiii) interest on borrowed money, if any.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses shall not be charged in excess The costs and expenses of five percent (5%) of Basic Rental for the Building, (ii) 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 by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated with the operation of the business Partnership shall be paid out of the entity which constitutes Lessor assets of the Partnership. Such costs and expenses shall include: (whether partnershipa) all expenses incurred in connection with the purchase, corporationoperation, monitoring, holding, restructuring, sale or other)proposed sale of any Portfolio Investments (including introducer, including accountingvaluation, sales agent, broker, consultancy, legal and general administrative 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 that 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 costs 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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 Buildingconsummated, including management consultancy, legal and accounting fees, to the extent not reimbursed by an entity in which the same exceed Partnership has invested or would exceed the costs for such services if provided by unaffiliated proposes to invest or other third parties on a competitive basis.parties; (9g) Rentals the Management Fee payable to the General Partner and any fees 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; (h) any out-of-pocket expenses incurred by any member of the Advisory Committee or the Investment Committee in 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 related 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 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 leasing Partnership including any AEOI Legislation; (l) all expenses of air conditioning systemsthe termination or the winding up of the Partnership; and (m) any taxes, elevators registration fees or other equipment that would ordinarily be considered capital governmental charges levied against the Partnership and all 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 incurred in connection with Lessor’s mortgage financing any tax audit, investigation, settlement or other borrowingreview of the Partnership.

Operating Expenses. Lessor The annual operational expenses of the Fund (“Operating Expenses”) will be borne by the Fund on actuals and shall use commercially reasonable best efforts 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 control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, that are (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, indemnification obligations; (ii) capital improvements to the Building shall be straight-line amortized over the useful life of the improvement, and litigation expenses; or (iii) all taxes The Operating Expenses shall, inter alia, consist of the following items shall be excluded from Operating Expensesfollowing, to the extent incurred in relation to the Fund: (1a) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated with incurred in the operation of the business Fund including any fees, costs, expenses and other liabilities relating to the review, acquisition, holding, monitoring, restructuring or disposition of the entity which constitutes Lessor Investments (whether partnershipincluding brokerage commissions, corporationinterest expense, or otherconsultant expenses and expenses in connection with proposed transactions, including transactions that fail to close), including investment- related travel expenses, legal expenses; (b) Statutory, legal, accounting, legal audit, custodial, consulting, merchant banking, any other third-party fees and general administrative 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 costs of operating borne by the Building.Portfolio Entity or attributable to transactions not consummated; (4e) Wages Banking, registration, qualification, finders, depositary and benefits of any employee who does not devote substantially all of his similar fees or her time to the Building, unless such wages and benefits are prorated to reflect time spent on operating and managing the Building.commissions; (5f) Late feesTransfer, fines capital and penaltiesother taxes, except to duties and costs incurred in acquiring, holding, selling or otherwise disposing of the extent caused by Lessee.Fund’s assets and other statutory expenses; (6g) 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 permit, license and inspection costs) incurred with respect reports 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 occupants of the Building.Contributors); (7k) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant meetings of the building without a separate charge.Contributors (travel, accommodation and out-of-pocket expenses of Contributors will be borne by themselves) or expenses in connection with communication with Contributors; (8) Costs paid to Lessor 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 Fund; (n) All other costs, expenses, charges, levies, duties, administrative, statutory, revenue levies and other incidental costs, fees, expenses not specifically covered above arising out of or to affiliates of Lessor for services in the Building, including management fees, to course of managing or operating the extent the same exceed or would exceed the costs for such services if provided by unaffiliated third parties on a competitive basis. (9) 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 objectsFund, other than costs related Manager Own Expenses, providing such expenses are reasonable. All such Operating Expenses incurred by the Investment Manager shall be reimbursable by the Fund to ordinary maintenance and securitythe Investment Manager. No one-time Operating Expenses shall be borne by the Fund. (12) Cost of ownership such as ground lease payments, principal, amortization payments and interest charges in connection with Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor The term “Operating Expenses” shall use commercially reasonable best efforts to control increases mean all costs and expenses paid or incurred by Landlord with respect to, or in connection with, the ownership, repair, restoration, maintenance, and operation of the Property. Operating Expenses throughout include, but are not limited to, the Lease Term. In calculating Operating Expenses throughout the Lease Term, following: (i) property 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 services furnished to either or both of the Property and the Premises, including, without limitation, the Common Areas, together with any taxes on such utilities; (iii) all market-based premiums for commercial property, casualty, general liability, and all other types of insurance provided by Landlord and relating to the Property; all reasonable administrative costs incurred in connection with the procurement and implementation of such insurance policies; the amount of any deductible(s) if and to the 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 included not to exceed 4% of the net rent; (v) any capital 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) Taxes, as defined in 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 be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) capital improvements to the Building shall be straight-line amortized over the useful life include any of the improvementfollowing: (a) any insured casualties; (b) lease negotiation expenses (including attorney’s fees), leasing commissions, advertising expenses and 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 (iiig) all of the following items shall be excluded from Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs expenses associated with a mortgage or other loans on the operation of property, (h) any structural repairs or replacement to the business of the entity which constitutes Lessor (whether partnershipPremises specifically including foundation and exterior and interior load-bearing walls, corporation, or other), including accounting, legal and general administrative expenses that are not costs a Tenant Related Repair and that are only required due to circumstances that are no fault of operating the Building. (4) Wages and benefits of any employee who does not devote substantially all of his Tenant 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 Lessee. (6) Costs (including permit, 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 occupants Tenant’s use of the BuildingPremises. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) 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 The term "Operating Expenses: (1) Costs for which Lessor is reimbursed by any tenant " shall mean all costs and expenses paid or occupant of the Building, by insurance, or by anyone 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. (3) 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 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred with respect to the installation repair, replacement, restoration, maintenance and operation of tenant improvements made for new tenants the Property and Building, including, without limitation, the following: (i) all costs, wages and benefits of St. Louis employees of Landlord or Agent engaged in the operation, maintenance or rendition of other services to or for the Property and/or the Building; (ii) TO THE EXTENT NOT SEPARATELY METERED, or incurred BILLED, 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) 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) the cost of all supplies, tools, materials and equipment utilized in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants ownership and/or operation of the Building. Building and the Property, and sales and other taxes thereon; (7v) Expenses amounts charged by contractors for services, materials and supplies furnished in connection with services or other benefits that are not provided to Lesseethe operation, except as provided to all tenants or repair and/or maintenance of any part of the Building generallyand 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 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 Buildingon behalf of, 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. (9) 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 Landlord to the Building that is used in providing janitorial or similar services. and/or the Property; (10viii) Costs arising from Lessor’s political or charitable contributions. (11) Costs for sculpturelegal, paintings, or accounting and 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 professional fees incurred in connection with Lessor’s mortgage financing the operation, management and/or maintenance of the Property and/or the Building; (ix) Taxes, as hereinafter defined; (x) all of the charges properly allocable to the operation, maintenance or other borrowingrepair, 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 CAM charges to the Tenant shall not exceed 5% per year during any calendar year.

Operating Expenses. Lessor shall use commercially reasonable best efforts Subject to control increases the Excluded Costs (as defined below) relating to the Project, the term “Operating Expenses” means all expenses, costs, and amounts of every kind or nature that Landlord pays or incurs because of or in connection with the ownership, operation, management, maintenance, or repair of the Project (which includes the land and any parking areas located under the Building). Operating Expenses throughout include, without limitation, the Lease Term. In calculating following amounts paid or incurred relative to the Project (a) the cost of supplying utilities to the Project, including without limitation, water, electricity, heating, ventilation, and air conditioning, (b) Tax Expenses, (c) the cost of providing janitorial services and of operating, managing, maintaining, and repairing all building systems, including without limitation utility, mechanical, sanitary, storm drainage, and elevator systems, and the cost of supplies, tools, and equipment, as well as maintenance and service contracts in connection with those systems, (d) the cost of licenses, certificates, permits, and inspections relating to the operation of the Project, (e) the cost of contesting the validity or applicability of any government enactments that may affect the Operating Expenses throughout Expenses, (f) the Lease Termcost of maintenance, repair, and restoration of any parking areas located under the Building (if any), including, without limitation, resurfacing, repainting, restriping, and cleaning costs, (g) fees, charges, and other costs, including administrative, management fees, and accounting costs (or amounts in lieu of such fees), whether paid to Landlord, an affiliate of Landlord’s, or a third party, consulting fees, legal fees, and accounting fees of all persons engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the operation, management, maintenance, and repair of the Project, (h) wages, salaries, and other compensation and benefits of all persons engaged in the operation, maintenance, repair, or security of the Project plus employer’s Social Security taxes, unemployment taxes, insurance, and any other taxes imposed on Landlord that may be levied on those wages, salaries, and other compensation and benefits (if any of Landlord’s employees provide services for more than one project of Landlord, only the prorated portion of those employees’ wages, salaries, other compensation and benefits, and taxes reflecting the percentage of their working time devoted to the Project will be included in the Operating Expenses), (i) property management fees included in Operating Expenses shall not payments under any easement, CC&R’s, license, operating agreement, declaration, restrictive covenant, or other instrument relating to the sharing of costs, (j) amortization (including interest on the unamortized cost at a rate equal to the floating commercial loan rate announced from time to time by Bank of America as its “reference rate” (or a comparable rate selected by Landlord if such reference rate ceases to be charged in excess of five percent (5%published) plus three percentage points per annum) of Basic Rental for the Buildingcost of acquiring or renting personal property used in the maintenance, (ii) capital improvements to the Building shall be straight-line amortized over the useful life repair, and operation of the improvementProject, and (iiik) all reasonable reserves (it being acknowledged that, among other amounts, any amount of reserves required by a Lender (as defined below), will be deemed reasonable), and (l) the following items shall be excluded from Operating Expenses: cost of capital improvements including those which (1) Costs for which Lessor is reimbursed by any tenant are intended as a labor saving or occupant cost saving device or to effect other economies in the maintenance or operation of the Building, by insuranceProject, or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leases). (2) Any bad debt loss, rent loss, are required under any government law or reserves for bad debts or rent loss. (3) 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 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 Lessee. (6) Costs regulation. All capital expenditures shall be amortized (including permitinterest on the unamortized cost at the rate stated in subparagraph (j) of this Paragraph) over their useful life, 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 occupants of the Buildingas reasonably determined by Landlord’s certified public accountant. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Term, (ia) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) 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: . "Operating Expenses", as used in this Sublease, ------------------ shall mean any and all expenses of every kind, both fixed and variable and including, without limitation, any and all federal, state and local taxes (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated with the operation of the business of the entity which constitutes Lessor (whether partnership, corporation, or otherexcept income taxes), including accountingfees and assessments now or hereafter existing, legal and general administrative expenses that as are not costs 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred with respect to the installation ownership, management, operation, or maintenance of tenant improvements made for new tenants in the Building, the surface parking area immediately adjacent to the Building, all appurtenances, and any expenses under the Prime Lease or the Intermediate Lease to the extent any expenses under the Prime Lease or the Intermediate Lease increase after the date of this Sublease, all as recorded on an accrual basis and in accordance with accepted principles of sound management and expense control and accounting practices applicable to first-class office building complexes. Provided, however, in no event shall Operating Expenses include: (i) the cost of any service (e.g., electricity) that GECC sells to MAPICS and for which GECC is entitled to be reimbursed by MAPICS; (ii) leasing/brokerage commissions (including, without limitation, those set forth in paragraph 22 below), attorneys' fees and other costs and expenses incurred in renovating connection with negotiations or otherwise improving, decorating, painting or redecorating the space of disputes with tenants or other occupants of the Building. Building or prospective tenants; (7iii) Expenses in connection with services the cost of any work (such as preparing a tenant's space for occupancy, including painting and decorating) or other benefits that are not provided to Lessee, except service (such as provided to all tenants or separately metered electricity) performed for any specific tenant (including MAPICS) of the Building generally(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 interest or amortization of debt; (vi) compensation paid to clerks or attendants in the cafeteria, concessions or newsstands; (vii) any cost or expense for which GECC is separately reimbursed or for which Lessee is charged directly but which are provided to another tenant or occupant of the building without GECC receives a separate charge. (8) Costs paid to Lessor or to affiliates of Lessor for services in the Buildingcredit from any other party, 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. (9) 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 Lessor’s mortgage financing casualty or other borrowing.condemnation proceeds;

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout shall be borne by the Lease TermPartnership. In calculating The Partnership shall pay Operating Expenses throughout directly or shall reimburse the Lease TermGeneral 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 and expenses incurred in holding, monitoring, and disposing of Investments and operating the Fund, including any travel, legal, tax and accounting expenses; brokerage, banking, custodial, administration and brokerage fees, commissions and expenses; all fees, costs and expenses incurred in connection with 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 outside advisors or service providers; expenses of the Investment Committee; costs and expenses related to the Fund’s compliance with applicable laws, rules and regulations; expenses of meetings of the 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 (ias 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 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) property management fees included or parties affiliated or associated with the General Partner and/or the Manager, at the sole discretion of the 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 shall be due and payable promptly following receipt of invoices therefor. For the avoidance of doubt, Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) 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 include Manager Expenses: (1) Costs for which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) 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 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout Commencing on the Lease Term. In calculating Operating Expenses Phase 1 Commencement Date and continuing throughout the Lease Term, Tenant agrees to pay to Landlord, as Additional Rent, Tenant’s Proportionate Share (iwith 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) property management fees included 6 above. The term “operating expenses” shall mean any and all expenses incurred by Landlord in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for connection with owning, managing, operating, maintaining, servicing, insuring and repairing the Building, (ii) 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: including but not limited to: (1) Costs for which Lessor is reimbursed by any tenant wages and salaries of all employees engaged in the management, operation or occupant 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 ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (128,394 square feet); (ii) 28.91% to the building located at ​ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (83,142 square feet); (iii) 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 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 any of the following, except to the extent that such costs and expenses are included in operating expenses as described above: costs of painting or decorating 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, income taxes incurred by Landlord with respect to the Building or the Project, depreciation and amortization of the Building, costs and fines incurred because Landlord or another tenant violated any law or other legal requirements or failed to timely pay a ▇▇▇▇, any item for which the Landlord is reimbursed by insurance, or by anyone else (other than reimbursement fees with respect to any loan on the Building, costs of Operating Expenses pursuant to triple net leases). (2) Any enforcing leases against tenants of the Building, any bad debt loss, rent loss, loss or reserves for bad debts or rent loss. (3) 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 of operating the Building. (4) Wages and benefits of same. Notwithstanding any employee who does not devote substantially all of his or her time other provision herein to the Buildingcontrary, 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 Lessee. (6) Costs (including permit, license and inspection costs) incurred with respect to the installation of tenant improvements made for new tenants it is agreed that in the Building, or incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or event the Building generallyis not fully occupied during any calendar year, or for which Lessee is charged directly but which are provided to another tenant or occupant of an adjustment shall be made in computing 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 operating expenses for such services if provided by unaffiliated third parties on a competitive basis. (9) Rentals and other related year so that the operating expenses incurred in the leasing of air conditioning systems, elevators or other equipment that would ordinarily shall be considered capital expenses if purchased, excluding equipment not affixed to computed for such year as though the Building had been ninety-five (95%) percent occupied during such year. In the event that is used in providing janitorial or similar servicesspecific tenants are billed directly for certain charges normally covered under operating expenses, Tenant’s pro rata share will be appropriately adjusted. (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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout The Limited Partnership is liable for, and will reimburse the Lease Term. In calculating Operating Expenses throughout the Lease Term, (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for the Building, (ii) capital improvements General Partner to the Building shall be straightextent the General Partner is not reimbursed by a Portfolio Company or other third party in respect of, any out-line amortized over of-pocket investment-related expenses, broken deal expenses and expenses related to the useful life organization and operation of the improvementLimited Partnership (collectively, and (iii) all of the following items shall be excluded from “Operating Expenses”), including: (1a) Costs for which Lessor is reimbursed by any tenant legal, audit and valuation costs and fees of other specialized consultants or occupant professional service providers of the Building, by insurance, or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leases).Limited Partnership; (2b) Any bad debt loss, rent loss, or reserves for bad debts or rent loss.accounting expenses; (3c) Costs associated Limited Partner reporting costs and regulatory filing fees; (d) expenses relating to the making, holding and divestiture of investments or proposed investments, whether or not consummated; (e) fees and expenses relating to compliance with the operation of the business of the entity which constitutes Lessor (whether partnership, corporation, or other)securities laws, including accountingnewswire, legal mailing, printing and general administrative other expenses that are not costs 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided the Limited Partnership’s continuous disclosure obligations; (f) fees and expenses relating to Lessee, except as provided to all tenants or the Building generally, or for which Lessee is charged directly but which are provided to another tenant or occupant listing of the building without a separate charge.Units and compliance with applicable listing requirements; (8) Costs paid to Lessor or to affiliates g) the Management Fee; (h) the expenses of Lessor for services in the Building, including management feesboard of directors of T1 General Partner Corp., to the extent the same exceed or would exceed the costs for such services if provided by unaffiliated third parties on a competitive basis.incurred; (9i) Rentals the fees and other related expenses incurred in of the leasing of air conditioning systemsCustodian, elevators or other equipment that would ordinarily be considered capital the Transfer Agent and CDS; (j) expenses if purchased, excluding equipment not affixed relating to the Building that is used in providing janitorial or similar services.administration of any distribution reinvestment plan; (10k) Costs arising from Lessor’s political or charitable contributions.expenses relating to meetings of the Limited Partners; (11l) Costs for sculpture, paintings, or other art objects, other than all litigation-related and indemnification-related costs related to ordinary maintenance and security.expenses; (12m) Cost storage costs and lease and rent expenses; (n) expenses relating to communications with agents of ownership such as ground lease paymentsrecord in respect of market services; (o) the fees payable to the independent directors of TI General Partner Corp., principal, amortization payments and interest charges 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 Lessor’s mortgage financing or the dissolution of the Limited Partnership; and (q) any Taxes (other borrowingthan income taxes) relating to any of the foregoing expenses.

Operating Expenses. Lessor shall use commercially reasonable best efforts to control increases in Operating Expenses throughout Notwithstanding the Lease Term. In calculating Operating Expenses throughout the Lease Termprovisions of Section 6 of ------------------ this Lease, (i) property management fees included in Operating Expenses Tenant shall not be charged required to pay increases in excess of operating expenses to the extent such increases exceed five percent (5%/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 Basic Rental the Lease, or to the cost of water service and refuse removal. The following sentence is inserted at the end of Section 6.4.3: "Landlord shall advise Tenant of the initial amount of Tenant's monthly pro rata share prior to the commencement of the Lease." In the event that the real property taxes on the Property are increased in any year due to a sale or disposition of the Property, there shall be deducted from Tenant's pro rata share of real estate taxes 50% of the amount of such increase attributable to such sale for the Building, (ii) capital improvements to the Building shall be straight-line amortized over the useful life remainder of the improvementlease term. In addition, and (iii) all of the following items operating expenses shall be excluded from Operating Expensesnot include: (1) Costs for which Lessor To the extent that Landlord is reimbursed by any tenant insurance or occupant condemnation proceeds or by tenants or other third persons, the cost of repairs or other work occasioned by (i) fire, windstorm, or other casualty of the type which Landlord has insured or is required to insure pursuant to the terms of this lease, or for which Landlord is entitled to reimbursement, or (ii) the exercise of the right of eminent domain; (2) Leasing commissions, attorneys' fees, costs, and disbursements and other expenses incurred in connection with negotiations or disputes with tenants, other occupants, prospective tenants or other occupant, or the sale or refinancing of the Building, by insurance, or by anyone 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.legal fees incurred in connection with this Lease; (3) Costs associated with the operation 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 business of the entity which constitutes Lessor (whether partnership, corporation, or other), including accounting, legal and general administrative expenses that are not costs of operating the Building.; (4) Wages Landlord's costs of electricity and benefits 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 any employee who does such tenants' leases, whether or not devote substantially all of his collected, by such tenants as a separate additional charge or her time to rental over and above the Building, unless basic rent or escalation payment payable under the lease with such wages and benefits are prorated to reflect time spent on operating and managing the Building.tenant; (5) Late fees, fines and penalties, except 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 extent caused by Lessee.Building; (6) Costs (including permit, license incurred due to violation ~y Landlord or any tenant of the terms and inspection costs) incurred with respect to the installation conditions of tenant improvements made for new tenants any lease or other rental arrangement covering space in the Building, or incurred in renovating or otherwise improving, decorating, painting or redecorating the space of tenants or other occupants of the Building.; (7) Expenses in connection with services Amounts paid to subsidiaries or other benefits that are not provided affiliates of Landlord (i.e., persons or companies controlled by, under common control with, or which control, Landlord) for services on or to Lesseethe Property, except as provided to all tenants the Building or the Building generally, Premises (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 feesany portion thereof), to the extent the same exceed or would exceed only that the costs for of such services if provided exceed competitive costs of such services were they not so rendered by unaffiliated third parties on a competitive basis.subsidiary or other affiliate of Landlord; (8) Rental payments under any ground or underlying lease or leases; (9) Rentals and other related expenses incurred in the leasing of air conditioning systemsAny compensation paid to clerks, elevators attendants, or other equipment that would ordinarily be considered capital expenses if purchased, excluding equipment not affixed to the Building that is used persons in providing janitorial or similar services.commercial concessions operated by Landlord; (10) Costs arising from Lessor’s political All items and services the entire cost of which Tenant is obligated to and pays directly to third parties or charitable contributions.for which tenants reimburse Landlord; (11) Advertising and promotional expenditures, and costs of signs in or on the Building identifying the owner of the Building or any other tenant of the Building; (12) Costs for installing sculpture, paintings, or other art objects, other than costs related to ordinary maintenance and security.art; (1213) Cost Any costs of ownership 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 as ground lease payments, services are not made available to Tenant; and (15) Depreciation; (16) Payments of principal, amortization payments interest and interest charges fees on debt encumbering the Property; and (17) Expenses and costs not normally included by landlords of comparable industrial buildings in connection with Lessor’s mortgage financing or other borrowingthe area of the Premises.

Operating Expenses. Lessor All costs, expenses and disbursements of every kind and nature which Landlord shall use commercially reasonable best efforts pay or become obligated to control increases pay in connection with the ownership, management, operation, maintenance, replacement and repair of the Building Project or the Premises (including but not limited to the amortized portion of any capital expenditure or improvement, together with interest thereon), all as more particularly set forth in Article Four hereof. Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Termshall not include, (i) property management fees included costs of alterations of the premises of tenants of the Building, (ii) costs of capital improvements to the Building (except for amortized portion of capital improvements installed for the purpose of reducing or controlling Operating Expenses or complying with applicable Laws enacted after the Effective Date), (iii) depreciation charges, (iv) interest and principal payments on loans (except for loans for capital improvements which Landlord is allowed to include in Operating Expenses as provided above), (v) ground 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 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 any affiliate of Landlord or of any their respective agents, in excess of the amount which would have been paid or incurred on an open market basis in the absence of such affiliation (provided that the foregoing shall not be charged 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 excess its commercially reasonable discretion, which costs shall be included within Operating Expenses), and (xv) costs of other services or work performed for the singular benefit of another tenant(s) or occupant(s) and 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 do not exceed five percent (5%) of Basic Rental for the Buildinggross receipts, (ii) 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 by any tenant or occupant of the Building, by insurance, or by anyone 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. (3) Costs associated together 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 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) Rentals commercially reasonable salaries 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 servicescharges. (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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor shall use commercially reasonable best efforts Notwithstanding anything to control increases the contrary contained in Operating Expenses throughout Paragraph 4.2 of the Lease Term. In calculating Agreement, the term "Operating Expenses throughout Expenses" shall not include: (a) the Lease Termcost of labor and employees with respect to any employee above the level 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 any alterations, improvements, or replacements made to leasable space in the Industrial Center; (e) cost of leasehold improvements and 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 hereinafter provided); (h) interest on or amortization of debts; (i) property management fees included in Operating Expenses shall not financing or refinancing costs; (j) brokerage commissions; (k) cost of any work or services performed or furnished to any tenant to the extent that same is, can be charged in excess or would customarily be reimbursed to Lessor or a third party; (l) the cost of five percent (5%) completion of Basic Rental for the Building, (ii) capital Building and any other improvements to the Building shall be straight-line amortized over Industrial Center; (m) the useful life cost of the improvement, and correcting any defects in construction; (iiin) all of the following items shall be excluded from Operating Expenses: (1) Costs expenses for which Lessor is or 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 nature 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 occupant other party; (v) any management or similar fee in excess of the Building, by insurance, or by anyone else (other than reimbursement of Operating Expenses pursuant to triple net leases). (2) Any bad debt loss, rent loss, or reserves customary fee for bad debts or rent loss. (3) Costs associated with a similar property located in the operation vicinity of the business of the Industrial Center; (w) any costs or other sums paid to any person or entity which constitutes related to or affiliated with Lessor (whether partnership, corporation, or other), including accounting, legal and general administrative expenses that are not costs 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 Lessee. that same exceeds the reasonable and customary cost thereof; (6x) Costs any repairs, replacements or other expenses resulting from the negligence or misconduct of Lessor or its employees or agents; (including permit, license and inspection costsy) incurred with respect the cost of any electricity or other utilities furnished to the installation of tenant improvements made for new tenants in the Building, or any leasable space; (z) accounting fees incurred in renovating connection with the preparation of financial statements, tax returns and other documents and information for Lessor or otherwise improving, decorating, painting its mortgagees; (aa) costs of repairs or redecorating the space of tenants replacements incurred due to casualty or other occupants of the Building. condemnation; (7bb) Expenses costs in connection with services (including electricity), items, or other benefits that of a type which are not provided standard for the Industrial Center and which are not available to LesseeLessee without specific charge therefor, except as provided to all tenants or the 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. Industrial Center, whether or not such other tenant or occupant is specifically charged therefor by Lessor; (8) Costs 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 to affiliates any subsidiary, affiliate or agent 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. Lessor; (9dd) Rentals 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 Lessor’s mortgage financing or other borrowing.related

Operating Expenses. Lessor Licensee shall use commercially reasonable best efforts pay to control increases Licensor as Additional Fees during the Term hereof, in addition to the Base Annual Fee, Licensee’s proportionate share (“Proportionate Share”) of the costs 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 throughout shall specifically exclude the Lease Term. In calculating Operating Expenses throughout the Lease Term, following: (i) property management fees included in Operating Expenses shall replacement of capital items not be charged in excess of five percent (5%) of Basic Rental for located on the Building, Premises, (ii) capital improvements to the Building shall be straight-line amortized over the useful life expenses of the improvement, and leasing space, (iii) all 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 any increases in Real Property Taxes (as hereinafter defined) that result from changes in ownership of the following items shall be excluded from Operating Expenses:Property, (1x) Costs for which Lessor is reimbursed by any tenant or occupant curing of construction defects, (xi) maintenance, repairs and/or replacements of the Building, by insurance, foundation or by anyone else (other than reimbursement structural repairs of Operating Expenses pursuant to triple net leases).the buildings on the Property, (2xii) Any bad debt loss, rent loss, or reserves for bad debts or rent loss.any and all costs of Licensor in complying with its obligations under Article 6(b)(i) (Compliance with Legal Requirements), (3xiii) Costs associated any and all costs of Licensor in complying with its obligations under Article 27 (HSE Matters) including, without limitation, the costs and expenses of clean-up, remediation, environmental surveys/assessments, compliance with HSE Laws (as hereinafter defined), consulting fees, treatment and monitoring charges, transportation expenses and disposal fees, etc., (xiv) any and all costs of Licensor for repairs resulting from damage, destruction or condemnation covered by other provisions of this Agreement, (xv) rent under any ground or underlying lease, (xvi) any and all costs incurred by Licensor in connection with the transfer or disposition of Licensor’s interest in the Property, (xvii) any 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 Licensee, and (xix) the business cost of any item or 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 entity which constitutes Lessor (whether partnership, corporation, or other), including accounting, legal and general administrative expenses that are not costs of operating the Buildingdisputed amounts. (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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor The term "Operating Expenses" shall use commercially mean the sum of the following 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 other properties, the insurance premium included in this paragraph shall be the premium fairly allocable to the Project; (c) operating expenses of the Project (unless such expenses are paid by proceeds of insurance policies or are paid out of the account) for the operation, cleaning, leasing, marketing, maintenance and repair, to the extent properly chargeable against income in accordance with generally accepted accounting practices including, without limitation, wages and payroll costs, reasonable best efforts to control increases in Operating Expenses throughout the Lease Term. In calculating Operating Expenses throughout the Lease Termaccounting and bookkeeping expenses, utilities and hearing charges, material costs, maintenance costs, costs of services, water and sewer charges, license fees and business taxes, and such other expenses normally considered as an industry-wide cost of operating a community hospital; provided that such costs shall not include (i) property management fees included in Operating Expenses shall not be charged in excess any of five percent (5%) of Basic Rental for the Building, (ii) capital improvements foregoing items to the Building shall be straight-line amortized over the useful life extent paid by a tenant of the improvement, and (iii) all of the following items shall be excluded from Operating Expenses: (1) Costs Borrower or any other third party which reimburses Borrower for which Lessor is reimbursed by any tenant cost or occupant of the Building, by insurance, or by anyone 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. (3) 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 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, expense except to the extent caused such items paid by Lessee. a tenant or third party are also included in gross rental receipts and other receipts generated by the use and operation of the Project; or (6ii) Costs any deduction for depreciation of the Project taken or noted on the Borrower's income tax returns; or (including permit, license and inspection costsiii) incurred with respect the cost of capital improvements made to the installation of tenant improvements made for new tenants Project not taken or noted as a deduction on the Borrower's federal income tax returns and not included in the Building, operating budget; or incurred in renovating or otherwise improving, decorating, painting or redecorating (iv) the space of tenants or other occupants cost of the BuildingBorrower's federal, state or local income taxes. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor Licensee shall use commercially reasonable best efforts pay to control increases Licensor as Additional Fees during the Term hereof, in addition to the Base Annual Fee, Licensee’s proportionate share (“Proportionate Share”) of the costs 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 throughout shall specifically exclude the Lease Term. In calculating Operating Expenses throughout the Lease Term, following: (i) property management fees included in Operating Expenses shall replacement of capital items not be charged in excess of five percent (5%) of Basic Rental for located on the Building, Premises, (ii) capital improvements to the Building shall be straight-line amortized over the useful life expenses of the improvement, and leasing space, (iii) all 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 any increases in Real Property Taxes (as hereinafter defined) that result from changes in ownership of the following items shall be excluded from Operating Expenses:Property, (1x) Costs for which Lessor is reimbursed by any tenant or occupant curing of construction defects, (xi) maintenance, repairs and/or replacements of the Building, by insurance, foundation or by anyone else (other than reimbursement structural repairs of Operating Expenses pursuant to triple net leases).the buildings on the Property, (2xii) Any bad debt loss, rent loss, or reserves for bad debts or rent loss.any and all costs of Licensor in complying with its obligations under Article 6(b)(i) (Compliance with Legal Requirements), (3xiii) Costs associated any and all costs of Licensor in complying with its obligations under Article 27 (HSE Matters) including, without limitation, the costs and expenses of clean- up, remediation, environmental surveys/assessments, compliance with HSE Laws (as hereinafter defined), consulting fees, treatment and monitoring charges, transportation expenses and disposal fees, etc., (xiv) any and all costs of Licensor for repairs resulting from damage, destruction or condemnation covered by other provisions of this Agreement, (xv) rent under any ground or underlying lease, (xvi) any and all costs incurred by Licensor in connection with the transfer or disposition of Licensor’s interest in the Property, (xvii) any 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 Licensee, and (xix) the business cost of any item or 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 entity which constitutes Lessor (whether partnership, corporation, or other), including accounting, legal and general administrative expenses that are not costs of operating the Buildingdisputed amounts. (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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.

Operating Expenses. Lessor In addition to the Monthly Base Rent, Tenant shall use commercially reasonable best efforts pay to control increases in Landlord Tenant's Percentage of Operating Expenses throughout (which includes the Lease TermBuilding Percentage of all costs and expenses of operation and maintenance of the Property Common Areas and the Site), in the manner and at the times set forth in the following provisions of this Section 1.18. In calculating "Operating Expenses" shall 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 throughout include the Lease Term, following costs by way of illustration but not limitation: (i) property management fees included in Operating Expenses shall not be charged in excess of five percent (5%) of Basic Rental for any and all assessments imposed with respect to the Building, Common Areas, and/or Site pursuant to any covenants, conditions and restrictions affecting the Property; (ii) capital 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 to 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 the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord and not maintained by Tenant pursuant to Section 8.2 of the Standard Provisions; (ix) maintenance, costs and upkeep of all parking and Common Areas; (x) amortization on a straight-line amortized basis over the useful life together with interest at the Interest Rate (as defined in Section 1.13 of the improvementLease Summary) on the unamortized balance of all costs of a capital nature (including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital 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, the Common Areas and/or the Site at the same quality levels as prior to the repair or replacement; (xi) costs and expenses of gardening and landscaping; (xii) maintenance of signs (other than signs of tenants of the Site); (xiii) personal property taxes levied on or attributable to personal property used in connection with the Building, the Common Areas and/or the Site; and (iiixiv) costs and expenses of repairs, resurfacing, repairing, maintenance, painting, lighting and similar items, including appropriate reserves. Landlord shall have the right, from time to time, to equitably allocate some or all of the following items 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 from Operating Expenses: for purposes of calculating Tenant's Percentage (1and the percentage share of all other tenants) Costs for as to the costs of such service or work which Lessor is reimbursed by any tenant or occupant of the Building, by insurance, or by anyone else (other than reimbursement of included Operating Expenses pursuant to triple net leases)and performed by Landlord. (2) Any bad debt loss, rent loss, or reserves for bad debts or rent loss. (3) 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 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 Lessee. (6) Costs (including permit, 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 occupants of the Building. (7) Expenses in connection with services or other benefits that are not provided to Lessee, except as provided to all tenants or the 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. (9) 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 Lessor’s mortgage financing or other borrowing.