Common use of Building Service Expenses Clause in Contracts

Building Service Expenses. Building Operating Expenses ------------------------- shall include all costs of operation, maintenance, repair (which for purposes of this Lease shall be deemed to include, without limitation, replacement as and when deemed appropriate by Lessor) and management of the Building and Building Common Area (defined in Article 55), hereinafter collectively referred to as "Building Service Expenses, " as determined by Lessor's standard accounting practices. Building Service Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, repairs, painting, cleaning, sweeping and janitorial services; maintenance and repair of signs, indoor plants, and atriums; trash removal; sewage; electricity, gas, water and any other utilities (including any Temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of any rim protection systems. elevator systems, lighting systems, storm drainage systems, heating, ventilation and air conditioning systems and other utility and/or mechanical systems; any governmental imposition or surcharge imposed upon Lessor with respect to the Building or assessed against the Building; all costs and expenses pertaining to a security alarm system or other security services or measures for the Building, if Lessor deems necessary in Lessor's sole business judgment; materials; supplies; tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance. and repair of the roof (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); non- structural maintenance and repair of structural parts (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); window cleaning, elevator or escalator services; materials handling; fees for licenses and permits relating to the Building; the cost of complying with rules, regulations and orders of governmental authorities; Building office rent or rental value; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Building Service Expenses; personnel to implement such services, including, if Lessor deems necessary, the cost of security guards and valet attendants; public liability, environmental impairment, property damage and fire and extended coverage insurance on the Building (in such amounts and providing such coverage as determined in Lessor's sole discretion and which may include, without limitation, liability, all risk property, lessor's risk liability, war risk, vandalism, malicious mischief, boiler and machinery, rental income, earthquake, flood and worker's compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Building; and a management fee equal to five percent (5%) of gross receipts from the Building (including, without limitation, all rentals and parking receipts from Building tenants and/or visitors). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. It is the intent of the parties hereto that Building Service Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Building, and the specific examples of Building Service Expenses stated in this Article 7 are in no way intended to, and shall not, limit the costs comprising Building Service Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions, except as may be expressly required of Lessor in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Building shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Building is occupied during any calendar year, then in calculating Building Service Expenses for such year, the components of Building Service Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's reasonable estimate of the amount of such Building Service Expenses had one hundred percent (100%) of the total Rentable Area of the Building been occupied during the entirety of such year. Notwithstanding anything to the contrary contained in this Lease, in no event shall Building Service Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Building (including, without limitation, the structural repairs to the structural elements of the exterior walls, roof, columns, footings and floor slab of the Building), (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Building, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Building, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Building to the extent reimbursed by insurance proceeds (provided that insurance deductibles and uninsured casualty damage up to $100,000.00 per occurrence shall be included in Building Service Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building, or (7) to the extent any employee of Lessor spends only a portion of his or her time working with respect to the Building (as opposed to full time work with respect to the Building), a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Building. In addition, if any capital expenditure otherwise includable in Building Service Expenses costs more than fifty cents ($0.50) per square foot of Rentable Area in the Building, then such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined by Lessor, and Building Service Expenses shall not include the entire cost of such expenditure in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life.

Building Service Expenses. Building Operating Expenses ------------------------- shall include all costs of operation, maintenance, repair (which for purposes of this Lease shall be deemed to include, without limitation, replacement as and when deemed appropriate by Lessor) and management of the Building and Building Common Area (defined in Article 55), hereinafter collectively referred to as "Building Service Expenses, ," as determined by Lessor's standard accounting practices. Building Service Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, repairs, painting, cleaning, sweeping and janitorial services; maintenance and repair of signs, indoor plants, and atriums; trash removal; sewage; electricity, gas, water and any other utilities (including any Temporary temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of any rim fire protection systems. , elevator systems, lighting systems, storm drainage systems, heating, ventilation and air conditioning systems and other utility and/or mechanical systems; any governmental imposition or surcharge imposed upon Lessor with respect to the Building or assessed against the Building; all costs and expenses pertaining to a security alarm system or other security services or measures for the Building, if Lessor deems necessary in Lessor's sole business judgment; materials; supplies; tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance. , and repair of the roof (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); non- structural maintenance and repair of structural parts (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); maintenance and repair of structural parts (including foundation, floor slabs and load bearing walls); window cleaning, ; elevator or escalator services; materials handling; fees for licenses and permits relating to the Building; the cost of complying with rules, regulations and orders of governmental authorities; Building office rent or rental value; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Building Service Expenses; personnel to implement such servicesservices (including, includingwithout limitation, if Lessor deems necessary, the cost of security guards guards, maintenance personnel, engineers and valet attendants); public liability, environmental impairment, property damage and fire and extended coverage insurance on the Building (in such amounts and providing such coverage as determined in Lessor's sole discretion and which may include, without limitation, liability, all risk property, lessor's risk liability, war risk, vandalism, malicious mischief, boiler and machinery, rental income, earthquake, flood and worker's compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Building; and a commercially reasonable management fee equal not to exceed five percent (5%) of gross receipts from the Building (including, without limitation, all rentals and parking receipts from Building tenants and/or visitors). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. It is the intent of the parties hereto that Building Service Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Building, and the specific examples of Building Service Expenses stated in this Article 7 are in no way intended to, and shall not, limit the costs comprising Building Service Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions, except as may be expressly required of Lessor in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Building shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Building is occupied during any calendar year, then in calculating Building Service Expenses for such year, the components of Building Service Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's reasonable estimate of the amount of such Building Service Expenses had one hundred percent (100%) of the total Rentable Area of the Building been occupied during the entirety of such year. Notwithstanding anything to the contrary contained in this Lease, in no event shall Building Service Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Building (including, without limitation, the structural repairs to the structural elements of the exterior exterior, walls, roof, columns, footings and floor slab of the Building), (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Building, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Building, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Building to the extent reimbursed by insurance proceeds or to the extent the same would have been reimbursed by insurance proceeds had Lessor maintained the insurance required of Lessor under this Lease (provided that insurance deductibles and uninsured casualty damage up to $100,000.00 50,000.00 per occurrence (or such higher amount, not to exceed $100,000.00, as may be then commercially reasonable as an insurance deductible for comparable buildings in the San Mateo/Xxxxxx City area) shall be included in Building Service Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building, or (7) to the extent any employee of Lessor spends only a portion of his or her time working with respect to the Building (as opposed to full time work with respect to the Building), a prorated amount of such employee's wages, salaries and compensation based upon on the portion of time spent by such employee with respect to the projects other than the Building, (8) costs of correcting any presently existing non-compliance of the Building with applicable laws (as enforced upon the execution of this Lease; the parties hereby acknowledging that the foregoing reference to "as enforced" shall be deemed to relate to changes in the manner of interpretation and/or enforcement of the requirements of current laws as opposed to a failure of governmental authorities to have identified pre-existing non-compliance with applicable laws in effect upon the execution of this Lease) other than any such existing non-compliance where compliance work is not presently required to be performed (as opposed to existing non-compliance where compliance work is legally mandated even in the absence of subsequent improvements, alterations or change in use), (9) costs resulting from the negligence or wilful misconduct of Lessor, any other Building tenant or any of their respective agents, employees or contractors, or (10) costs of the annual premium for earthquake insurance to the extent in excess of two hundred percent (200%) of the costs of such annual premium for earthquake insurance for the year including the Commencement Date. In addition, (x) if any capital expenditure (as determined in accordance accounting principles customarily applied in the real estate industry) otherwise includable in Building Service Expenses costs more than fifty cents Fifty Thousand Dollars ($0.50) per square foot of Rentable Area in the Building50,000.00), then such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined by Lessor, and Building Service Expenses shall not include the entire cost of such expenditure as is so required to be amortized in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life; and (y) if the aggregate amount of any capital expenditures (as determined in accordance accounting principles customarily applied in the real estate industry) otherwise includable in Building Service Expenses and the Building's share of Project Expenses in any year and which are not required to be amortized as provided in clause (x) above and/or in clause (x) of subparagraph (B) below, exceeds One Hundred Thousand Dollars ($100,000.00), then the portion of such capital expenditures in excess of the initial such One Hundred Thousand Dollars ($100,000.00) of such capital expenditures shall be amortized over the respective useful lives of the applicable capital expenditure items as reasonably determined by Lessor, and Building Service Expenses or Project Expenses, as applicable, shall not include the entire cost of such expenditures as are so required to be amortized in the year incurred, but shall include annual amortization of such expenditures during each year of their respective useful lives. There shall be no duplication of items included in Building Service Expenses and Project Expenses.

Building Service Expenses. Building Operating Expenses shall ------------------------- shall include all costs of operation, maintenance, repair (which for purposes of this Lease shall be deemed to include, without limitation, replacement as and when deemed appropriate by Lessor) and management of the Building Building, including the Premises, and Building Common Area (defined in Article 55), hereinafter collectively referred to as "Building Service Expenses, ," as determined by Lessor's standard accounting practices. Building Service Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, maintenance and repairs, painting, cleaning, sweeping and janitorial services; maintenance and repair of signs, indoor plants, and atriums; trash removal; sewage; electricity, gas, water and any other utilities (including any Temporary temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of any rim fire protection systems. , elevator systems, lighting systems, storm drainage systems, heatingHVAC, ventilation and air conditioning systems and heating and other utility and/or mechanical systems; any governmental imposition or surcharge imposed upon Lessor with respect to the Building or assessed against the BuildingBuilding or the Project; all costs and expenses pertaining to a security alarm system or other security services or measures for the tenants in the Building, if Lessor deems necessary in Lessor's sole business judgmentreasonable discretion; materials; supplies; tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance. , and repair of the roof (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); non- structural maintenance routine and minor repair of structural parts (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); routine and minor repair of structural parts (including foundation, floor slabs and load bearing walls); window cleaning, ; elevator or escalator services; materials material handling; fees for licenses and permits relating to the Building; the cost of complying with rules, regulations and orders of governmental authorities; Building office rent or rental value; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Building Service ExpensesExpenses or Project Taxes attributable to the Project, including the Premises and the Building; personnel to implement such services, including, if Lessor deems necessary, the cost of security guards and valet attendants; public liability, environmental impairment, property damage and fire and extended coverage insurance on the Project and the Building thereon (in such amounts and providing such coverage as determined in Lessor's sole discretion and which may include, without limitation, liability, all risk property, lessor's risk liability, war risk, vandalism, malicious mischief, boiler and machinery, rental income, earthquake, flood and worker's compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Project, including the Premises and the Building; and a management fee equal to five percent (5%) of gross receipts from the Building (includingBuilding, without limitation, including all rentals and parking receipts from Building tenants and/or visitors)therefrom. Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. In the event Lessor makes capital improvements which have the effect of reducing Building Services Expense, Lessor may amortize its investment in said improvements as a Building Service Expense in accordance with standard accounting practices provided that such amortization is not at a rate greater than the anticipated savings in the Building Service Expenses. It is the intent of the parties hereto that Building Service Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Project, including the Premises and the Building, and the specific examples of Building Service Expenses stated in this Article 7 are in no way intended to, and shall not, not limit the costs comprising Building Service Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions, actions except as Lessor may be expressly required of Lessor in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Building Project, including the Premises and the Building, shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If In the event that less than one hundred percent (100%) of the Rentable Area of the Building is occupied during any calendar year, then in calculating all Building Service Expenses for such year, on the components of Building Service Expenses which vary based upon occupancy level statements provided by Lessor shall be adjusted for each calendar year to equal Lessor's reasonable estimate of the amount of such Building Service Expenses had one hundred percent (100%) of the total Rentable Area rentable area of the Building been occupied during occupied. Statements of the entirety of such year. Notwithstanding anything to the contrary contained in this Lease, in no event shall Building Service Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Building (including, without limitation, the structural repairs to the structural elements of the exterior walls, roof, columns, footings and floor slab of the Building), (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Building, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Building, (4) costs incurred for restoration following condemnation to the extent reimbursed provided by condemnation award or for repair of damage to the Building to the extent reimbursed by insurance proceeds (provided that insurance deductibles and uninsured casualty damage up to $100,000.00 per occurrence Lessor shall be included in Building Service Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building, or (7) to the extent any employee of final and binding upon both Lessor spends only a portion of his or her time working with respect to the Building (as opposed to full time work with respect to the Building), a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Building. In addition, if any capital expenditure otherwise includable in Building Service Expenses costs more than fifty cents ($0.50) per square foot of Rentable Area in the Building, then such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined by Lessor, and Building Service Expenses shall not include the entire cost of such expenditure in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life.Lessee; plus

Building Service Expenses. Building Operating Expenses ------------------------- shall include all costs of operation, maintenance, repair (which for purposes of this Lease shall be deemed to include, without limitation, replacement as and when deemed appropriate by Lessor) and management of the Building and Building Common Area (defined in Article 55), hereinafter collectively referred to as "“Building Service Expenses, " ,” as determined by Lessor's ’s standard accounting practices. Building Service Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, repairs, painting, cleaning, sweeping and janitorial services; maintenance and repair of signs, indoor plants, and atriums; trash removal; sewage; electricity, gas, water and any other utilities (including any Temporary temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of any rim fire protection systems. , elevator systems, lighting systems, storm drainage systems, heating, ventilation and air conditioning systems and other utility and/or mechanical systems; any governmental imposition or surcharge imposed upon Lessor with respect to the Building or assessed against the Building; all costs and expenses pertaining to a security alarm system or other security services or measures for the Building, if Lessor deems necessary in Lessor's ’s sole business judgment; materials; supplies; tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance. , and repair of the roof (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); non- structural maintenance and repair of structural parts (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); maintenance and repair of structural parts (including foundation, floor slabs and load bearing walls); window cleaning, elevator ; elevator. or escalator services; materials handling; fees for licenses and permits relating to the Building; the cost of complying with rules, regulations and orders of governmental authorities; Building office rent or rental value; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Building Service Expenses; personnel to implement such servicesservices (including, includingwithout limitation, if Lessor deems necessary, the cost of security guards guards, maintenance personnel, engineers and valet attendants); public liability, environmental impairment, property damage and fire and extended coverage insurance on the Building (in such amounts and providing such coverage as determined in Lessor's ’s sole discretion and which may include, without limitation, liability, all risk property, lessor's ’s risk liability, war risk, vandalism, malicious mischief, boiler and machinery, rental income, earthquake, flood and worker's ’s compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Building; and a management fee equal to five percent (5%) of gross receipts from the Building (including, without limitation, all rentals and parking receipts from Building tenants and/or visitors). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. _ It is the intent of the parties hereto that Building Service Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Building, and the specific examples of Building Service Expenses stated in this Article 7 are in no way intended to, and shall not, limit the costs comprising Building Service Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions, except as may be expressly required of Lessor in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Building shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Building is occupied during any calendar year, then in calculating Building Service Expenses for such year, the components of Building Service Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's ’s reasonable estimate of the amount of such Building Service Expenses had one hundred percent (100%) of the total Rentable Area of the Building been occupied during the entirety of such year. Notwithstanding anything to In addition, if Landlord is not furnishing any particular work or service (the contrary contained in this Leasecost of which, in no event shall Building Service Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Building (includingif performed by Landlord, without limitation, the structural repairs to the structural elements of the exterior walls, roof, columns, footings and floor slab of the Building), (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Building, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Building, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Building to the extent reimbursed by insurance proceeds (provided that insurance deductibles and uninsured casualty damage up to $100,000.00 per occurrence shall would be included in Building Service Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building, or (7) to a tenant who has undertaken to perform such work or service in lieu of the extent any employee of Lessor spends only a portion of his or her time working with respect to the Building (as opposed to full time work with respect to the Building)performance thereof by Landlord, a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Building. In addition, if any capital expenditure otherwise includable in Building Service Expenses shall be deemed to be increased by an amount equal to the additional Building Service Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. All capital improvement costs more than fifty cents ($0.50) per square foot of Rentable Area or expenditures included in the Building, then such capital expenditure Building Operating Expenses shall be amortized over the useful life of the applicable item as reasonably determined by Lessor, and Building Service Expenses shall not include the entire cost of such expenditure capital improvement in the year incurred, but shall include annual amortization of such expenditure during each year of such useful lifeaccordance with GAAP.

Building Service Expenses. Building Operating Expenses ------------------------- shall include all costs of operation, maintenance, repair (which for purposes of this Lease shall be deemed to include, without limitation, replacement as and when deemed appropriate by Lessor) and management of the Building and Building Common Area (defined in Article 55), hereinafter collectively referred to as "“Building Service Expenses, " ,” as determined by Lessor's ’s standard accounting practices. Building Service Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, repairs, painting, cleaning, sweeping and janitorial services; maintenance and repair of signs, indoor plants, and atriums; trash removal; sewage; electricity, gas, water and any other utilities (including any Temporary temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of any rim fire protection systems. , elevator systems, lighting systems, storm drainage systems, heating, ventilation and air conditioning systems and other utility and/or mechanical systems; any governmental imposition or surcharge imposed upon Lessor with respect to the Building or assessed against the Building; all costs and expenses pertaining to a security alarm system or other security services or measures for the Building, if Lessor deems necessary in Lessor's ’s sole business judgment; materials; supplies; tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance. maintenance and repair of the roof (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); non- non-structural maintenance and repair of structural parts (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); window cleaning, ; elevator or escalator services; materials handling; fees for licenses and permits relating to the Building; the cost of complying with rules, regulations and orders of governmental authorities; Building office rent or rental value; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Building Service Expenses; personnel to implement such services, including, if Lessor deems necessary, the cost of security guards and valet attendants; public liability, environmental impairment, property damage and fire and extended coverage insurance on the Building (in such amounts and providing such coverage as determined in Lessor's ’s sole discretion and which may include, without limitation, liability, all risk property, lessor's ’s risk liability, war risk, vandalism, malicious mischief, boiler and machinery, rental income, earthquake, flood and worker's ’s compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Building; and a management fee equal to five percent (5%) of gross receipts from the Building (including, without limitation, all rentals and parking receipts from Building tenants and/or visitors). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, contractors or they may be rendered by Lessor. It is the intent of the parties hereto that Building Service Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair repair, and management of the Building, and the specific examples of Building Service Expenses stated in this Article 7 are in no way intended to, and shall not, limit the costs comprising Building Service Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions, except as may be expressly required of Lessor in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Building shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Building is occupied during any calendar year, then in calculating Building Service Expenses for such year, the components of Building Service Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's ’s reasonable estimate of the amount of such Building Service Expenses had one hundred percent (100%) of the total Rentable Area of the Building been occupied during the entirety of such year. Notwithstanding anything to the contrary contained in this Lease, in no event shall Building Service Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Building (including, without limitation, the structural repairs to the structural elements of the exterior exterior, walls, roof, columns, footings and floor slab of the Building), (2) costs, including permit, license and inspection costs, incurred with respect to in no event shall Building Service Expenses include the installation cost of tenant improvements to other tenant's leased premises within correction of the Building or incurred in renovating or otherwise improvingexterior caulking system to correct existing leakage, decoratingwhich correction work shall be completed by Lessor prior to September 1, painting or redecorating vacant leasable space 1998. Prior to completion of such correction work, Lessor shall respond within the Building, twenty-four (324) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation hours following receipt of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants notification from Lessee of the Building, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or need for repair of damage such leakage and thereafter diligently prosecute to completion the Building to the extent reimbursed work of repair of such leakage and any Premises improvements damaged by insurance proceeds such leakage (provided that insurance deductibles and uninsured casualty damage up to $100,000.00 per occurrence but Lessor shall not in any event be included in responsible for repair of Lessee’s personal property, fixtures, furnishings and/or equipment), at Lessor’s cost without such cost constituting a Building Service Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building, or (7) to the extent any employee of Lessor spends only a portion of his or her time working with respect to the Building (as opposed to full time work with respect to the Building), a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the BuildingExpense. In addition, if any capital expenditure otherwise includable in Building Service Expenses costs more than fifty cents ($0.50) per square foot of Rentable Area in the Building, then such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined by Lessor, and Building Service Expenses shall not include the entire cost of such expenditure in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life.

Building Service Expenses. Building Operating Expenses ------------------------- shall include include, without duplication, all costs of operation, maintenance, repair (which for purposes of this Lease shall be deemed to include, without limitation, replacement as and when deemed appropriate by Lessor) and management of the Building and Building Common Area (defined in Article 55), hereinafter collectively referred to as "“Building Service Expenses”, " as determined by Lessor's ’s standard accounting practices. Building Service Expenses as used herein shall include, but not be limited to, mean all sums expended in connection with all general maintenance, repairs, painting, cleaning, sweeping and janitorial services; maintenance and repair of signs, indoor plants, and atriums; trash removal; sewage; electricity, gas, water and any other utilities (including any Temporary temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of any rim fire protection systems. , elevator systems, lighting systems, storm drainage systems, heating, ventilation and air conditioning systems and other utility and/or mechanical systems; any governmental imposition or surcharge imposed upon Lessor with respect to the die Building or assessed against the Building; all costs and expenses pertaining to a security alarm system or other security services or measures for the Building, if Lessor deems necessary in Lessor's ’s sole business judgment; materials; supplies; tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance. , and repair of the roof (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); non- structural maintenance and repair of structural parts (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); maintenance and repair of structural parts (including foundation, floor slabs and load bearing walls); window cleaning, ; elevator or escalator services; materials handling; fees for licenses and permits relating to the Building; the cost of complying with rules, regulations and orders of governmental authorities; Building office rent or rental value; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Building Service ExpensesExpense (unless it is determined that Lessor or the Building was in violation of such governmental enactment m of the Commencement Date); personnel to implement such servicesservices (including, includingwithout limitation, if Lessor deems necessary, the cost of security guards guards, maintenance personnel, engineers and valet attendants); public liability, environmental impairment, property damage and fire and extended coverage insurance on the Building (in such amounts and providing such coverage as determined in Lessor's ’s sole discretion and which may include, without limitation, liability, all risk property, lessor's ’s risk liability, war risk, vandalism, malicious mischief, boiler and machinery, rental income, earthquake, flood and worker's ’s compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Building; and a management fee equal to five four percent (54%) of gross receipts from the Building (including, without limitation, all rentals and parking receipts from Building tenants and/or visitors). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. It is the intent of the parties hereto that Building Service Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Building, and the specific examples of Building Service Expenses stated in this Article 7 are in no way intended to, and shall not, limit the costs comprising Building Service Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions, except as may be expressly required of Lessor in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Building shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Building is occupied during any calendar year, then in calculating Building Service Expenses for such year, the components of Building Service Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's ’s reasonable estimate of the amount of such Building Service Expenses had one hundred percent (100%) of the total Rentable Area of the Building been occupied during the entirety of such year. Notwithstanding anything to In addition, if Lessor is not furnishing any particular work or service (the contrary contained in this Leasecost of which, in no event shall Building Service Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Building (includingif performed by Lessor, without limitation, the structural repairs to the structural elements of the exterior walls, roof, columns, footings and floor slab of the Building), (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Building, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Building, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Building to the extent reimbursed by insurance proceeds (provided that insurance deductibles and uninsured casualty damage up to $100,000.00 per occurrence shall would be included in Building Service Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building, or (7) to a tenant who has undertaken to perform such work or service in lieu of the extent any employee of performance thereof by Lessor, Building Service Expenses shall be deemed to be increased by an amount equal to the additional Building Service Expenses which would reasonably have been incurred during such period by Lessor spends only a portion of his if it had at its own expense furnished such work or her time working service to such tenant provided that it shall not be taken into account with respect to the Building (as opposed to full time work with respect to the Building), a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Building. In addition, if any capital expenditure otherwise includable in Building Service Expenses costs more than fifty cents ($0.50) per square foot of Rentable Area in the Building, then such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined by Lessor, and Building Service Expenses shall not include the entire cost of such expenditure in the year incurred, but shall include annual amortization of such expenditure during each year of such useful lifetenant that paid it.

Building Service Expenses. Building Operating Expenses ------------------------- shall include all costs of operation, maintenance, repair (which for purposes of this Lease shall be deemed to include, without limitation, replacement as and when deemed appropriate by Lessor) and management of the Building and Building Common Area (defined in Article 55), hereinafter collectively referred to as "“Building Service Expenses, " ,” as determined by Lessor's standard ’s commercially reasonable real estate accounting practices, consistently applied. Building Service Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, repairs, painting, cleaning, sweeping and janitorial services; maintenance and repair of signs, indoor plants, and atriums; trash removal; sewage; electricity, gas, water and any other utilities (including any Temporary temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of any rim fire protection systems. , elevator systems, lighting systems, storm drainage systems, heating, ventilation and air conditioning systems and other utility and/or mechanical systems; any governmental imposition or surcharge imposed upon Lessor with respect to the Building or assessed against the Building; all costs and expenses pertaining to a security alarm system or other security services or measures for the Building, if Lessor deems necessary in Lessor's ’s sole business judgment; materials; supplies; tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance. , and repair of the roof (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); non- structural routine maintenance and repair of structural parts (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); maintenance and repair of structural parts (including foundation, floor slabs and load bearing walls); window cleaning, ; elevator or escalator services; materials handling; fees for licenses and permits relating to the Building; the cost of complying with rules, regulations and orders of governmental authoritiesauthorities to the extent provided in this Lease; Building office rent or rental value; certain accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Building Service Expenses; personnel to implement such servicesservices (including, includingwithout limitation, if Lessor deems necessary, the cost of security guards guards, maintenance personnel, engineers and valet attendants); public liability, environmental impairment, property damage and fire and extended coverage insurance on the Building (in such amounts and providing such coverage as determined in Lessor's ’s sole discretion and which may include, without limitation, liability, all risk property, lessor's ’s risk liability, war risk, vandalism, malicious mischief, boiler and machinery, rental income, earthquake, flood and worker's ’s compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Building; and a management fee equal not to exceed five percent (5%) of gross receipts from the Building (including, without limitation, all rentals and parking receipts from Building tenants and/or visitors). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. It is the intent of the parties hereto that except as otherwise set forth in this Lease, Building Service Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Building, and the specific examples of Building Service Expenses stated in this Article 7 are in no way intended to, and shall not, limit the costs comprising Building Service Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions, except as may be expressly required of Lessor in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Building shall be at reasonably determined by Lessor so as to maintain the sole discretion same in good condition and repair, reasonable wear and tear excepted (subject to the express provisions of Lessor this Lease governing maintenance, repair, replacement, casualty and condemnation), and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Building is occupied during any calendar year, then in calculating Building Service Expenses for such year, the components of Building Service Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's ’s reasonable estimate of the amount of such Building Service Expenses had one hundred percent (100%) of the total Rentable Area of the Building been occupied during the entirety of such year. Notwithstanding In addition, if Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Building Service Expenses) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Building Service Expenses shall be deemed to be increased by an amount equal to the additional Building Service Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. However, notwithstanding the foregoing or anything to the contrary contained in this Lease, in no event shall Building Service Expenses include include: (1) any costs relating to the structural repairs to maintain the structural integrity of the Building (including, without limitation, the structural repairs to the structural elements of the exterior walls, roof, columns, footings and floor slab of the Building), (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's ’s leased premises within the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Building, (32) costs in order to market space to potential tenants, leasing commissions, and attorneys' ’ fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Building, (43) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Building to the extent reimbursed by insurance proceeds reserves (provided except that insurance deductibles and uninsured casualty damage up to $100,000.00 per occurrence nothing contained herein shall be included in deemed to prevent Lessor’s collection of anticipated Building Service Expenses), (5) reserves for future expenses beyond anticipated expenses Expenses for the current year), (64) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building, or (75) to the extent any employee of Lessor spends only a portion of his or her time working with respect to the Building (as opposed to full time work with respect to the Building), a prorated amount of such employee's ’s wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Building. In addition, if (6) increased costs of performance or other costs or damages directly resulting from the negligence or willful misconduct of Lessor or Lessor’s agents, employees or contractors, (7) costs (including attorney’s fees and costs) incurred due to violation by Lessor or any capital expenditure otherwise other tenant in the Building of the terms and conditions of any lease for space within the Building or arising out of any other dispute between Lessor and any other tenant, (8) the cost of any service provided to Lessee or other occupants of the Building or other cost includable in Building Service Expenses pursuant hereto for which Lessor is, or is entitled to be, separately reimbursed by insurance, third parties or otherwise (other than reimbursement by lessees as a part of their respective payments of Building Service Expenses), (9) charitable or political contributions, (10) interest, penalties or other costs more arising out of Lessor’s failure to make timely payment of its obligations, (11) overhead and profit paid to Lessor or to subsidiaries or affiliates of Lessor for goods and/or services in the Building to the extent the same exceeds the costs of such goods and/or services rendered by qualified, unaffiliated third parties on a competitive basis, (12) costs to remediate Hazardous Materials located upon, within or beneath the Building prior to the Commencement Date, (13) costs (other than fifty cents ordinary maintenance) for sculpture, paintings and other objects of art, ($0.5014) per square foot costs associated with the operation of Rentable Area the business of the partnership or entity which constitutes Lessor as the same are distinguished from the costs of the operation of the Project, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of Lessor’s interest in the Project, costs of any disputes between Lessor and its employees (if any) not engaged in the operation of the Project, disputes of Lessor with Project management, or outside fees paid in connection with disputes with other Project lessees or occupants, (15) leasing commissions and other similar costs associated with marketing the Building, (16) costs incurred for restoration following condemnation to the extent reimbursed by insurance proceeds (provided that insurance deductibles and uninsured casualty damage up to $50,000 per occurrence (or such higher amount, not to exceed $100,000, as may be then such capital expenditure commercially reasonable as an insurance deductible for comparable buildings in the Mountain View/Palo Alto area) shall be included in Building Service Expenses), (17) costs associated with alterations, improvements, repairs or replacements (including those resulting from any legal requirement that Lessor is permitted to charge to Lessee hereunder) that can be amortized in accordance with GAAP except to the extent amortized over the useful life of the applicable item as in question (reasonably determined by Lessorin accordance with GAAP) at an interest rate that Lessor pays to finance such items or would be required to pay to an institutional lender if such financing were obtained, and (18) costs associated with any retail concession located at the Building; provided however, in no event shall this exclusion impact Lessor’s right to create cost pools as described in Section 7.b. There shall be no duplication of items included in Building Service Expenses shall not include the entire cost of such expenditure in the year incurred, but shall include annual amortization of such expenditure during each year of such useful lifeand Project Expenses.

Building Service Expenses. Building Operating Expenses ------------------------- shall include all costs of operation, maintenance, repair (which for purposes of this Lease shall be deemed to include, without limitation, replacement as and when deemed appropriate by Lessor) and management of the Building and Building Common Area (defined in Article 55), hereinafter collectively referred to as "“Building Service Expenses, " ,” as determined by Lessor's standard accounting practices. Building Service Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, maintenance and repairs, painting, cleaning, sweeping and janitorial services; maintenance and repair of signs, indoor plants, and atriums; trash removal; sewage; electricity, gas, water and any other utilities (including any Temporary temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of any rim fire protection systems. , elevator systems, lighting systems, storm drainage systems, heating, ventilation and air conditioning systems and other utility and/or mechanical systems; any governmental imposition or surcharge imposed upon Lessor with respect to the Building or assessed against the Building; all costs and expenses pertaining to a security alarm system or other security services or measures for the Building, if Lessor deems necessary in Lessor's ’s sole business judgment; materials; supplies; tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance. , and repair of the roof (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); non- structural maintenance and repair of structural parts (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); maintenance and repair of structural parts (including foundation, floor slabs and load bearing walls); window cleaning, ; elevator or escalator services; materials handling; fees for licenses and permits relating to the Building; the cost of complying with rules, regulations and orders of governmental authorities; Building office rent or rental valuevalue (provided that if such building office serves any buildings other than the Building, then such office rent or rental value shall be reasonably prorated among the Building and such other buildings); reasonable accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Building Service Expenses; personnel to implement such services, including, if Lessor deems necessary, the cost of security guards and valet attendants; public liability, environmental impairment, property damage and fire and extended coverage insurance on the Building (in such amounts and providing such coverage as determined in Lessor's ’s sole discretion and which may include, without limitation, liability, all risk property, lessor's ’s risk liability, war risk, vandalism, malicious mischief, boiler and machinery, rental income, earthquake, flood and worker's ’s compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Building; and a management fee equal consistent with competitive market fees payable in connection with the management of first-class office projects in the vicinity of the Project and comparable to the Project, not to exceed five percent (5%) of gross receipts from the Building (including, without limitation, all rentals and parking receipts from Building tenants and/or visitors). In the event of casualty damage to the Building, Building Service Expenses shall not include (1) the cost of repair of insured casualty damage to the extent such costs are reimbursed by the proceeds of insurance maintained by Lessor, or (2) the costs of repair of uninsured casualty damage to the extent such costs exceeds what would have been a commercially customary deductible amount under a commercially customary policy of insurance covering such category of casualty (had such insurance been maintained). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. In the event Lessor makes capital improvements which have the effect of reducing Building Services Expenses, Lessor may amortize its investment in said improvements as a Building Service Expense in accordance with standard accounting practices provided that such amortization is not at a rate greater than the anticipated savings in the Building Service Expenses. It is the intent of the parties hereto that Building Service Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Building, and the specific examples of Building Service Expenses stated in this Article 7 are in no way intended to, and shall not, limit the costs comprising Building Service Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions, except as may be expressly required of Lessor in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Building shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Building is occupied during any calendar year, then in calculating Building Service Expenses for such year, the components of Building Service Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's ’s reasonable estimate of the amount of such Building Service Expenses had one hundred percent (100%) of the total Rentable Area of the Building been occupied during the entirety of such year. Notwithstanding anything to the contrary contained in this Lease, in no event shall Building Service Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Building (including, without limitation, the structural repairs to the structural elements of the exterior walls, roof, columns, footings and floor slab of the Building), (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Building, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Building, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Building to the extent reimbursed by insurance proceeds (provided that insurance deductibles and uninsured casualty damage up to $100,000.00 per occurrence shall be included in Building Service Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building, or (7) to the extent any employee of Lessor spends only a portion of his or her time working with respect to the Building (as opposed to full time work with respect to the Building), a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Building. In addition, if any capital expenditure otherwise includable in Building Service Expenses costs more than fifty cents ($0.50) per square foot of Rentable Area in the Building, then such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined by Lessor, and Building Service Expenses shall not include the entire cost of such expenditure in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life.

Building Service Expenses. Building Operating Expenses ------------------------- shall include ------------------------- all costs of operation, maintenance, repair (which for purposes of this Lease shall be deemed to include, without limitation, replacement as and when deemed appropriate by Lessor) and management of the Building Building, including the Premises, and Building Common Area (defined in Article 55), hereinafter collectively referred to as "Building Service Expenses, ," as determined by Lessor's standard accounting practices. Building Service Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, maintenance and repairs, painting, cleaning, sweeping and janitorial services; maintenance and repair of signs, indoor plants, and atriums; trash removal; sewage; electricity, gas, water and any other utilities (including any Temporary temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of any rim fire protection systems. , elevator systems, lighting systems, storm drainage systems, heatingHVAC, ventilation and air conditioning systems and heating and other utility and/or mechanical systems; any governmental imposition or surcharge imposed upon Lessor with respect to the Building or assessed against the BuildingBuilding or the Project; all costs and expenses pertaining to a security alarm system or other security services or measures for the tenants in the Building, if Lessor deems necessary in Lessor's sole business judgmentreasonable discretion; materials; supplies; tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance. , and repair of the roof (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); non- structural maintenance and repair of structural parts (including repair of leaks and resurfacing) and the exterior surfaces of all improvements (including painting); maintenance and repair of structural parts (including foundation, floor slabs and load bearing walls); window cleaning, ; elevator or escalator services; materials material handling; fees for licenses and permits relating to the Building; the cost of complying with rules, regulations and orders of governmental authorities; Building office rent or rental value; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Building Service ExpensesExpenses or Project Taxes attributable to the Project, including the Premises and the Building; personnel to implement such services, including, if Lessor deems necessary, the cost of security guards and valet attendants; public liability, environmental impairment, property damage and fire and extended coverage insurance on the Project and the Building thereon (in such amounts and providing such coverage as determined in Lessor's sole discretion and which may include, without limitation, liability, all risk property, lessor's risk liability, war risk, vandalism, malicious mischief, boiler and machinery, rental income, earthquake, flood and worker's compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Project, including the Premises and the Building; and a management fee equal to five percent (5%) of gross receipts from the Building (includingBuilding, without limitation, including all rentals and parking receipts from Building tenants and/or visitors)therefrom. Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. In the event Lessor makes capital improvements which have the effect of reducing Building Services Expense, Lessor may amortize its investment in said improvements as a Building Service Expense in accordance with standard accounting practices provided that such amortization is not at a rate greater than the anticipated savings in the Building Service Expenses. It is the intent of the parties hereto that Building Service Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Project, including the Premises and the Building, and the specific examples of Building Service Expenses stated in this Article 7 are in no way intended to, and shall not, not limit the costs comprising Building Service Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions, actions except as Lessor may be expressly required of Lessor in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Building Project, including the Premises and the Building, shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If In the event that less than one hundred percent (100%) of the Rentable Area of the Building is occupied during any calendar year, then in calculating all Building Service Expenses for such year, on the components of Building Service Expenses which vary based upon occupancy level statements provided by Lessor shall be adjusted for each calendar year to equal Lessor's reasonable estimate of the amount of such Building Service Expenses had one hundred percent (100%) of the total Rentable Area rentable area of the Building been occupied during occupied. Statements of the entirety of such year. Notwithstanding anything to the contrary contained in this Lease, in no event shall Building Service Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Building (including, without limitation, the structural repairs to the structural elements of the exterior walls, roof, columns, footings and floor slab of the Building), (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Building, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Building, (4) costs incurred for restoration following condemnation to the extent reimbursed provided by condemnation award or for repair of damage to the Building to the extent reimbursed by insurance proceeds (provided that insurance deductibles and uninsured casualty damage up to $100,000.00 per occurrence Lessor shall be included in Building Service Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building, or (7) to the extent any employee of final and binding upon both Lessor spends only a portion of his or her time working with respect to the Building (as opposed to full time work with respect to the Building), a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Building. In addition, if any capital expenditure otherwise includable in Building Service Expenses costs more than fifty cents ($0.50) per square foot of Rentable Area in the Building, then such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined by Lessor, and Building Service Expenses shall not include the entire cost of such expenditure in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life.Lessee; plus