Common use of Common Area Maintenance Costs Clause in Contracts

Common Area Maintenance Costs. Tenant shall pay all “Common Area Maintenance Costs”, which shall consist of all expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project, the Building, and the Building’s Systems, as applicable, determined in accordance with sound accounting principles consistently applied, including the following costs: (a) wages and salaries of all on-site employees at or below the grade of senior building manager engaged in the operation, maintenance, repair or security of the Project, the Building, and the Building’s Systems, including taxes, insurance and benefits relating thereto (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of senior building manager who perform a portion of their services in connection with the operation, maintenance or security of the Project, the Building, and the Building’s Systems; provided, that if any such employees of Landlord provide services for more than one building of Landlord, then a prorated portion of such employees’ wages, benefits and taxes shall be included in Common Area Maintenance Costs based on the portion of their working time devoted to the Project); (b) all supplies, and materials used in the operation, maintenance, repair, replacement, and security of the Project, the Building, and the Building’s Systems; (c) service, maintenance and management contracts with independent contractors for the operation, maintenance, management, repair, replacement, or security of the Project, the Building, and the Building’s Systems; (d) repair, maintenance, replacement and supply of the Building Systems; (e) landscaping and gardening of the Common Area; (f) lighting, repaving, restriping, repairing, and maintaining the Common Areas, including the parking areas and sidewalks; (g) janitorial services, exterior building cleaning and window washing, trash removal, and any other similar work performed on the Project, and all supplies, tools and equipment required in connection therewith; (h) dedicated employee shuttle services or other services that Tenant requests the Landlord to provide for the Project and Landlord agrees to provide in its sole discretion; (i) costs for improvements made following the Commencement Date to the Project, the Building, and the Building’s Systems which, although capital in nature, are (i) expected to result in a net reduction of the normal Common Area Maintenance Costs (including all utility costs) of the Project, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as (ii) capital improvements made in order to comply with any Law promulgated after the Commencement Date by any governmental authority or any interpretation rendered after the Commencement Date with respect to any existing Law, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion, as well as (iii) capital improvements made to improve the health, safety and welfare of the Project in general (i.e., not a specific Building) and its occupants , as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion the items described in clauses (i), (ii) and (iii), collectively, “Permitted Capital Expenditures”); (j) property management fees equal to three percent (3%) of gross revenue charged by Owner’s property manager or by Owner, whether or not Landlord employs a third party managing agent; and (k) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument now or hereafter affecting the Complex, including, without limitation, the CC&Rs, including any fees charged by the Complex’s owner’s association. Common Area Maintenance Costs shall not include costs for: (1) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (2) interest, amortization or other payments on loans to Landlord; (3) depreciation; (4) leasing commissions; (5) legal expenses; (6) renovating or otherwise improving space for lease to other tenants; (7) Utilities, Taxes, and Insurance which are paid separately pursuant to Sections 3, 4, and 5 below; (8) federal, state and local income taxes imposed on or measured by the income of Landlord from the operation of the Project; (9) costs of a capital nature other than Permitted Capital Expenditures described in Section 2 of this Exhibit; (10) salaries of officers and executives of Landlord at the level of Senior Building Manager or above; (11) the cost of any work or service performed for any tenant of the Building (other than Tenant) to a materially greater extent or in a materially more favorable manner than that furnished generally to the tenants and other occupants (including Tenant); (12) all costs of cleanup, removal, investigation and/or remediation (collectively, “Remediation Costs”) of any Hazardous Materials in, on or under the Project the extent such Hazardous Materials are (x) in existence as of the Delivery Date and in violation of applicable Laws, or (y) introduced onto the Project after the Delivery Date by Landlord or any of Landlord’s agents, employees, contractors or tenants or other third parties not related to Tenant in violation of applicable Laws; (13) the cost of any repairs, alterations, additions, changes, replacements and other items which are made in order to prepare for a new tenant’s occupancy; (14) any advertising expenses; (15) interest and penalties due to late payment of any amounts owed by Landlord, except such as may be incurred as a result of Tenant’s failure to timely pay its portion of such amounts or as a result of Landlord’s contesting such amounts in good faith; (16) costs related to the existence and maintenance of Landlord as a legal entity, except to the extent attributable to the operation and management of the Project; (17) the cost of any work or service performed for any tenant (including Tenant) at such tenant’s cost; (18) political or charitable contributions; (19) ground rent payable under any ground lease; (20) the cost of any utilities consumed in other buildings in the Project; (21) any cost which represents work performed exclusively for one or more buildings in the Project (but not the Building) and (22) any cost incurred by Landlord to perform the Additional Landlord Improvements.

Common Area Maintenance Costs. Tenant shall pay all “Common Area Maintenance Costs”, which shall consist The total of all costs and ----------------------------- expenses and disbursements (subject to the limitations set forth below) that paid or incurred by Landlord incurs in connection with the ownership, operation, and maintenance of the Project, the Building, and the Building’s Systems, as applicable, determined in accordance with sound accounting principles consistently applied, including the following costs: (a) wages and salaries of all on-site employees at or below the grade of senior building manager engaged in the operation, maintenance, ownership and repair of the Common Area, and the performance of Landlord's obligations under Paragraphs 17.A and 17.E. Without limiting the --------------- ---- generality of the foregoing, Common Area Maintenance Costs include all costs of and expense for: (i) maintenance and repairs of the Common Area; (ii) resurfacing, resealing, remarking, painting, repainting, striping or security restriping the Parking Area; (iii) maintenance and repair of all public or common facilities; (iv) maintenance, repair and replacement of sidewalks, curbs, paving, walkways, Parking Area, Project signs, landscaping, planting and irrigation systems, trash facilities, loading and delivery areas, lighting, drainage and common utility facilities, directional or other signs, markers and bumpers, and any fixtures, equipment and personal property located on the Common Area; (v) wages, salaries, benefits, payroll burden fees and charges of personnel employed by Landlord and the charges of all independent contractors retained by Landlord (to the extent that such personnel and contractors are utilized by Landlord) for the maintenance, repair, management and/or supervision of the Project, and of any security personnel retained by Landlord in connection with the operation and maintenance of the Common Area (although Landlord shall not be required to obtain security services); (vi) maintenance, repair and replacement of security systems and alarms installed by Landlord (if any); (vii) depreciation or amortization (or in lieu thereof, rental payments) on all tools, equipment and machinery used in the operation and maintenance of the Common Area; (viii) premiums for Comprehensive General Liability Insurance or Commercial General Liability Insurance, casualty insurance, workers compensation insurance or other insurance on the Common Area, or any portion thereof or interest therein, and any deductibles payable with respect to such insurance policies; (ix) all personal property or real property taxes and assessments levied or assessed on the Project, or any portion thereof or interest therein, including without limitation the Real Property Taxes for the Project, if applicable under Paragraph 15.A; (x) cleaning, collection, -------------- storage and removal of trash, rubbish, dirt and debris, and sweeping and cleaning the Common Area; (xi) legal, accounting and other professional services for the Project, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building, and of contesting, appealing or otherwise attempting to reduce any Real Property Taxes assessed against the Building’s SystemsProject; (xii) any alterations, additions or improvements required to be made to the Common Area in order to reduce Common Area Maintenance Costs or to protect the health or safety of occupants of the Project, provided that the cost of any such alterations, additions, improvements or capital improvements, together with interest at the Interest Rate, shall be amortized over the useful life of the alteration, addition, improvement or capital improvement in question and included in Common Area Maintenance Costs for each year over which such costs are amortized; (xiii) all costs and expenses of providing, creating, maintaining, repairing, managing, operating, and supervising an amenity center for the Project, which may include without limitation a dining facility (provided, however, that Landlord shall not be required to provide or create such an amenity center), which costs and expenses may include without limitation rent charged by Landlord for the space occupied by such amenity center; (xiv) all costs and expenses incurred by Landlord in performing its obligations under Paragraphs 17.A or 17.E, including taxes----------------------- without limitation all costs and expenses incurred in performing any alterations, insurance additions or improvements required to be made to the Building in order to comply with applicable laws, ordinances, rules, regulations and benefits relating thereto (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of senior building manager who perform a portion of their services orders and all capital improvements required to made in connection with the operation, maintenance or security and repair of the Project, the Building, and provided that the Building’s Systems; provided, that if cost of any such employees of Landlord provide services for more than one building of Landlordalterations, then a prorated portion of such employees’ wagesadditions, benefits and taxes improvements or capital improvements, together with interest at the Interest Rate, shall be amortized over the useful life of the alteration, addition, improvement or capital improvement in question and included in Common Area Maintenance Costs based on the portion of their working time devoted for each year over which such costs are amortized; (xv) all costs and expenses incurred in performing any alterations, additions or improvements required to be made to the Project); (b) all supplies, and materials used in the operation, maintenance, repair, replacement, and security of the Project, the Building, and the Building’s Systems; (c) service, maintenance and management contracts with independent contractors for the operation, maintenance, management, repair, replacement, or security of the Project, the Building, and the Building’s Systems; (d) repair, maintenance, replacement and supply of the Building Systems; (e) landscaping and gardening of the Common Area; (f) lighting, repaving, restriping, repairing, and maintaining the Common Areas, including the parking areas and sidewalks; (g) janitorial services, exterior building cleaning and window washing, trash removal, and any other similar work performed on the Project, and all supplies, tools and equipment required in connection therewith; (h) dedicated employee shuttle services or other services that Tenant requests the Landlord to provide for the Project and Landlord agrees to provide in its sole discretion; (i) costs for improvements made following the Commencement Date to the Project, the Building, and the Building’s Systems which, although capital in nature, are (i) expected to result in a net reduction of the normal Common Area Maintenance Costs (including all utility costs) of the Project, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as (ii) capital improvements made in order to comply with applicable laws, ordinances, rules, regulations and orders and all capital improvements required to made in connection with the operation, maintenance and repair of the Common Area, provided that the cost of any Law promulgated after such alterations, additions, improvements or capital improvements, together with interest at the Commencement Date by Interest Rate, shall be amortized over the useful life of the alteration, addition, improvement or capital improvement in question and included in Common Area Maintenance Costs for each year over which such costs are amortized; (xvi) any governmental authority and all payments due and owing on behalf of the Project or any interpretation rendered after the Commencement Date portion thereof with respect to any existing LawCC&Rs, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion, as well as (iii) capital improvements made to improve the health, safety including without limitation any and welfare of the Project in general (i.e., not a specific Building) all assessments and its occupants , as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion the items described in clauses (i), (ii) and (iii), collectively, “Permitted Capital Expenditures”); (j) property management fees equal to three percent (3%) of gross revenue charged by Owner’s property manager or by Owner, whether or not Landlord employs a third party managing agentassociation dues; and (kxvii) payments under any easementother cost or expense which this Lease expressly characterizes as a Common Area Maintenance Cost. However, licensenotwithstanding the foregoing or anything to the contrary in this Lease, operating agreement, declaration, restrictive covenant, or instrument now or hereafter affecting the Complex, including, without limitation, the CC&Rs, including any fees charged by the Complex’s owner’s association. Common Area Maintenance Costs shall not include costs forthe cost of or expenses for the following: (1) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (2) interest, amortization or other payments on loans to Landlord; (3) depreciation; (4A) leasing commissions; (5) legal expenses; (6) renovating , attorneys' fees or otherwise improving space for lease to other tenants; (7) Utilities, Taxes, and Insurance which are paid separately pursuant to Sections 3, 4, and 5 below; (8) federal, state and local income taxes imposed on costs or measured by the income of Landlord from the operation expenses incurred in connection with negotiations or disputes with other tenants of the Project; (9B) costs depreciation of a capital nature other than Permitted Capital Expenditures described in Section 2 of this Exhibit; (10) salaries of officers and executives of Landlord at the level of Senior Building Manager or above; (11) the cost of any work or service performed for any tenant of the Building (other than Tenant) to a materially greater extent or in a materially more favorable manner than that furnished generally to the tenants and other occupants (including Tenant); (12) all costs of cleanup, removal, investigation and/or remediation (collectively, “Remediation Costs”) of any Hazardous Materials in, on or under the Project the extent such Hazardous Materials are (x) in existence as of the Delivery Date and in violation of applicable Laws, or (y) introduced onto the Project after the Delivery Date by Landlord or any of Landlord’s agents, employees, contractors or tenants or other third parties not related to Tenant in violation of applicable Laws; (13) the cost of any repairs, alterations, additions, changes, replacements and other items which are made in order to prepare for a new tenant’s occupancy; (14) any advertising expenses; (15) interest and penalties due to late payment of any amounts owed by Landlord, except such as may be incurred as a result of Tenant’s failure to timely pay its portion of such amounts or as a result of Landlord’s contesting such amounts in good faith; (16) costs related to the existence and maintenance of Landlord as a legal entity, except to the extent attributable to the operation and management of the Project; (17) the cost of any work or service performed for any tenant (including Tenant) at such tenant’s cost; (18) political or charitable contributions; (19) ground rent payable under any ground lease; (20) the cost of any utilities consumed in other buildings in the Project; (21C) payments of principal, interest, late fees, prepayment fees or other charges on any debt secured by a mortgage covering the Project, or rental payments under any ground lease or underlying lease; (D) any penalties incurred due to Landlord's violation of any governmental rule or authority (but not excluding the cost of compliance therewith, if such cost is chargeable to Tenant pursuant to this Lease); (E) any Real Property Taxes or costs for which represents work performed exclusively Landlord is separately and directly reimbursed by Tenant or any other tenant of the Project which are assessed against the Premises or the premises leased by such other tenant(s); (F) items for one which Landlord is reimbursed by insurance; (G) all costs arising from monitoring, cleaning up and otherwise remediating any release of Hazardous Materials at the Premises that has been specifically identified by Landlord and Tenant in writing as of the date of the Lease; (H) all costs associated with the operation of the business of the entity which constitutes "Landlord", as distinguished from the costs of operations, including, but not limited to, costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging, or more buildings hypothecating any of the Landlord's interest in the Project and/or Common Area, or any portion thereof, costs of any disputes between Landlord and its employees, costs of disputes of Landlord with Building management or costs paid in connection with disputes with Tenant or any other tenants; (I) all costs (including permit, license and inspection fees) incurred in renovating or otherwise improving or decorating, painting or redecorating space for other tenants in the Project; (J) the creation of any reserves for equipment or capital replacement (but not the Building) expenditure of any funds from such reserves); and (22K) all costs arising from monitoring, cleaning up and otherwise remediating any cost release of Hazardous Materials at the Premises to the extent that Landlord (who shall use reasonable efforts to obtain reimbursement) is actually reimbursed by third parties for such costs (but not the costs of collection incurred by Landlord to perform the Additional Landlord ImprovementsLandlord, unless such costs of collection are also reimbursed by third parties).

Common Area Maintenance Costs. Tenant shall pay all “Common Area Maintenance Costs”, which shall consist The total of all costs and expenses and disbursements (subject to the limitations set forth below) that paid or incurred by Landlord incurs in connection with the ownership, operation, and maintenance of the Project, the Building, and the Building’s Systems, as applicable, determined in accordance with sound accounting principles consistently applied, including the following costs: (a) wages and salaries of all on-site employees at or below the grade of senior building manager engaged in the operation, maintenance, ownership and repair of the Common Area, and the performance of Landlord's obligations under PARAGRAPHS 17.A, and the exercise of Landlord's rights under PARAGRAPH 17.D. Without limiting the generality of the foregoing, Common Area Maintenance Costs include all costs of and expense for: (i) maintenance and repairs of the Common Area; (ii) resurfacing, resealing, remarking, painting, repainting, striping or security restriping the Parking Area; (iii) maintenance and repair of all public or common facilities; (iv) maintenance, repair and replacement of sidewalks, curbs, paving, walkways, Parking Area, Project signs, landscaping, planting and irrigation systems, trash facilities, loading and delivery areas, lighting, drainage and common utility facilities, directional or other signs, markers and bumpers, and any fixtures, equipment and personal property located on the Common Area; (v) wages, salaries, benefits, payroll burden fees and charges of personnel employed by Landlord and the charges of all independent contractors retained by Landlord (to the extent that such personnel and contractors are utilized by Landlord) for the maintenance, repair, management and/or supervision of the Project, and of any security personnel retained by Landlord in connection with the operation and maintenance of the Common Area (although Landlord shall not be required to obtain security services); (vi) maintenance, repair and replacement of security systems and alarms installed by Landlord (if any); (vii) depreciation or amortization (or in lieu thereof, rental payments) on all tools, equipment and machinery used in the operation and maintenance of the Common Area; (viii) premiums for Comprehensive General Liability Insurance or Commercial General Liability Insurance, casualty insurance, workers compensation insurance or other insurance on the Common Area, or any portion thereof or interest therein, and any deductibles payable with respect to such insurance policies; (ix) all personal property or real property taxes and assessments levied or assessed on the Project, or any portion thereof or interest therein, including without limitation the Real Property Taxes for the Project, if applicable under PARAGRAPH 15.A; (x) cleaning, collection, storage and removal of trash, rubbish, dirt and debris, and sweeping and cleaning the Common Area; (xi) legal, accounting and other professional services for the Project, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building, and of contesting, appealing or otherwise attempting to reduce any Real Property Taxes assessed against the Building’s SystemsProject; (xii) any alterations, additions or improvements required to be made to the Common Area in order to reduce Common Area Maintenance Costs or to protect the health or safety of occupants of the Project, but only to the extent of any actual cost savings realized thereby (provided that if the cost of any such alterations, additions or improvements during any year exceeds the amount of cost savings realized thereby for that year, Landlord may in its sole discretion elect to include such excess amounts in Common Area Maintenance Costs for the following year, but only to the extent of any actual cost savings realized during such year by reason of such alterations, additions or improvements); (xiii) all costs and expenses of providing, creating, maintaining, repairing, managing, operating, and supervising an amenity center for the Project, which may include without limitation a dining facility (provided, however, that Landlord shall not be required to provide or create such an amenity center), which costs and expenses may include without limitation rent charged by Landlord for the space occupied by such amenity center; (xiv) all costs and expenses incurred by Landlord in performing its obligations under PARAGRAPHS 17.A or exercising its rights under PARAGRAPH 17.D, including taxeswithout limitation all costs and expenses incurred in performing any alterations, insurance additions or improvements required to be made to the Building in order to comply with applicable laws, ordinances, rules, regulations and benefits relating orders (to the extent that such laws, ordinances, rules, regulations and orders are either enacted after, or become applicable to the Building due to an amendment thereto (together with Landlord’s reasonable allocation of expenses of off-site employees at or below that becomes effective after, the grade of senior building manager who perform a portion of their services Commencement Date) and all capital improvements required to made in connection with the operation, maintenance or security and repair of the Project, the Building, and provided that the Building’s Systems; provided, that if cost of any such employees of Landlord provide services for more than one building of Landlordalterations, then a prorated portion of such employees’ wagesadditions, benefits and taxes improvements or capital improvements, together with interest at the Interest Rate, shall be amortized over the useful life of the alteration, addition, improvement or capital improvement in question and included in Common Area Maintenance Costs based on the portion of their working time devoted for each year over which such costs are amortized; (xv) all costs and expenses incurred in performing any alterations, additions or improvements required to be made to the Project); (b) all supplies, and materials used in the operation, maintenance, repair, replacement, and security of the Project, the Building, and the Building’s Systems; (c) service, maintenance and management contracts with independent contractors for the operation, maintenance, management, repair, replacement, or security of the Project, the Building, and the Building’s Systems; (d) repair, maintenance, replacement and supply of the Building Systems; (e) landscaping and gardening of the Common Area; (f) lighting, repaving, restriping, repairing, and maintaining the Common Areas, including the parking areas and sidewalks; (g) janitorial services, exterior building cleaning and window washing, trash removal, and any other similar work performed on the Project, and all supplies, tools and equipment required in connection therewith; (h) dedicated employee shuttle services or other services that Tenant requests the Landlord to provide for the Project and Landlord agrees to provide in its sole discretion; (i) costs for improvements made following the Commencement Date to the Project, the Building, and the Building’s Systems which, although capital in nature, are (i) expected to result in a net reduction of the normal Common Area Maintenance Costs (including all utility costs) of the Project, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as (ii) capital improvements made in order to comply with applicable laws, ordinances, rules, regulations and orders and all capital improvements required to made in connection with the operation, maintenance and repair of the Common Area, provided that the cost of any Law promulgated after such alterations, additions, improvements or capital improvements, together with interest at the Commencement Date by Interest Rate, shall be amortized over the useful life of the alteration, addition, improvement or capital improvement in question and included in Common Area Maintenance Costs for each year over which such costs are amortized; and (xvi) any governmental authority and all payments due and owing on behalf of the Project or any interpretation rendered after the Commencement Date portion thereof with respect to any existing Law, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion, as well as (iii) capital improvements made to improve the health, safety and welfare of the Project in general (i.e., not a specific Building) and its occupants , as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion the items described in clauses (i), (ii) and (iii), collectively, “Permitted Capital Expenditures”); (j) property management fees equal to three percent (3%) of gross revenue charged by Owner’s property manager or by Owner, whether or not Landlord employs a third party managing agent; and (k) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument now or hereafter affecting the Complex, including, without limitation, the CC&Rs, including without limitation any fees charged by and all assessments and association dues. However, notwithstanding the Complex’s owner’s association. foregoing or anything to the contrary in this Lease, Common Area Maintenance Costs shall not include costs forthe cost of or expenses for the following: (1) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (2) interest, amortization or other payments on loans to Landlord; (3) depreciation; (4A) leasing commissions; (5) legal expenses; (6) renovating , attorneys' fees or otherwise improving space for lease to other tenants; (7) Utilities, Taxes, and Insurance which are paid separately pursuant to Sections 3, 4, and 5 below; (8) federal, state and local income taxes imposed on costs or measured by the income of Landlord from the operation expenses incurred in connection with negotiations or disputes with other tenants of the Project; (9B) costs depreciation of a capital nature other than Permitted Capital Expenditures described in Section 2 of this Exhibit; (10) salaries of officers and executives of Landlord at the level of Senior Building Manager or above; (11) the cost of any work or service performed for any tenant of the Building (other than Tenant) to a materially greater extent or in a materially more favorable manner than that furnished generally to the tenants and other occupants (including Tenant); (12) all costs of cleanup, removal, investigation and/or remediation (collectively, “Remediation Costs”) of any Hazardous Materials in, on or under the Project the extent such Hazardous Materials are (x) in existence as of the Delivery Date and in violation of applicable Laws, or (y) introduced onto the Project after the Delivery Date by Landlord or any of Landlord’s agents, employees, contractors or tenants or other third parties not related to Tenant in violation of applicable Laws; (13) the cost of any repairs, alterations, additions, changes, replacements and other items which are made in order to prepare for a new tenant’s occupancy; (14) any advertising expenses; (15) interest and penalties due to late payment of any amounts owed by Landlord, except such as may be incurred as a result of Tenant’s failure to timely pay its portion of such amounts or as a result of Landlord’s contesting such amounts in good faith; (16) costs related to the existence and maintenance of Landlord as a legal entity, except to the extent attributable to the operation and management of the Project; (17) the cost of any work or service performed for any tenant (including Tenant) at such tenant’s cost; (18) political or charitable contributions; (19) ground rent payable under any ground lease; (20) the cost of any utilities consumed in other buildings in the Project; (21C) payments of principal, interest, late fees, prepayment fees or other charges on any debt secured by a mortgage covering the Project, or rental payments under any ground lease or underlying lease; (D) any penalties incurred due to Landlord's violation of any governmental rule or authority (but not excluding the cost of compliance therewith, if such cost is chargeable to Tenant pursuant to this Lease); (E) any Real Property Taxes or costs for which represents work performed exclusively Landlord is separately and directly reimbursed by Tenant or any other tenant of the Project which are assessed against the Premises or the premises leased by such other tenant(s); (F) items for one which Landlord is reimbursed by insurance; (G) all costs associated with the operation of the business of the entity which constitutes "Landlord" (as distinguished from the costs of operations, the costs described in clause (v) of this PARAGRAPH 3.H, and the property management fee described in PARAGRAPH 5.C below), including, but not limited to, costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging, or more buildings hypothecating any of the Landlord's interest in the Project and/or Common Area, or any portion thereof, costs of any disputes between Landlord and its employees, costs of disputes of Landlord with Building management or costs paid in connection with disputes with Tenant or any other tenants; (H) all costs (including permit, license and inspection fees) incurred in renovating or otherwise improving or decorating, painting or redecorating space for other tenants in the Project; (I) the creation of any reserves for equipment or capital replacement (but not the Buildingexpenditure of any funds from such reserves); (J) all costs arising from monitoring, cleaning up and otherwise remediating any release of Hazardous Materials at the Premises to the extent that either (1) Landlord (who shall use reasonable efforts to obtain reimbursement) is actually reimbursed by third parties for such costs (but not the costs of collection incurred by Landlord, unless such costs of collection are also reimbursed by third parties), or (2) such release of Hazardous Materials occurred prior to the Commencement Date and did not arise from Tenant's early occupancy of the Premises pursuant to PARAGRAPH 40 below; (K) all costs and expenses incurred in performing any alterations, additions or improvements required to be made to the Building in order to comply with applicable laws, ordinances, rules, regulations and orders, to the extent that such laws, ordinances, rules, regulations and orders are enacted before the Commencement Date (unless any such law, ordinance, rule, regulation or order becomes applicable to the Building due to an amendment that becomes effective after the Commencement Date, in which event such costs and expenses shall be includable in Common Area Maintenance Costs); and (22L) any cost all costs and expenses incurred by Landlord in removing asbestos-containing materials from, or encapsulating asbestos-containing materials within, the Premises. Notwithstanding anything to perform the Additional Landlord Improvements.contrary in the definition of Common Area Maintenance Costs set forth in this Lease, Common Area Maintenance Costs shall not include the following:

Common Area Maintenance Costs. Tenant shall pay all “Common Area Maintenance Costs”, which shall consist The total of all costs and expenses and disbursements (subject to the limitations set forth below) that paid or incurred by Landlord incurs in connection with the ownership, operation, and maintenance of the Project, the Building, and the Building’s Systems, as applicable, determined in accordance with sound accounting principles consistently applied, including the following costs: (a) wages and salaries of all on-site employees at or below the grade of senior building manager engaged in the operation, maintenance, ownership and repair of the Common Area, and the performance of Landlord’s obligations under PARAGRAPHS 17.A, and the exercise of Landlord’s rights under PARAGRAPH 17.D. Without limiting the generality of the foregoing, Common Area Maintenance Costs include all costs of and expense for: (i) maintenance and repairs of the Common Area; (ii) resurfacing, resealing, remarking, painting, repainting, striping or security restriping the Parking Area; (iii) maintenance and repair of all public or common facilities; (iv) maintenance, repair and replacement of sidewalks, curbs, paving, walkways, Parking Area, Project signs, landscaping, planting and irrigation systems, trash facilities, loading and delivery areas, lighting, drainage and common utility facilities, directional or other signs, markers and bumpers, and any fixtures, equipment and personal property located on the Common Area; (v) wages, salaries, benefits, payroll burden fees and charges of personnel employed by Landlord and the charges of all independent contractors retained by Landlord (to the extent that such personnel and contractors are utilized by Landlord) for the maintenance, repair, management and/or supervision of the Project, and of any security personnel retained by Landlord in connection with the operation and maintenance of the Common Area (although Landlord shall not be required to obtain security services); (vi) maintenance, repair and replacement of security systems and alarms installed by Landlord (if any); (vii) depreciation or amortization (or in lieu thereof, rental payments) on all tools, equipment and machinery used in the operation and maintenance of the Common Area; (viii) premiums for Comprehensive General Liability Insurance or Commercial General Liability Insurance, casualty insurance, workers compensation insurance or other insurance on the Common Area, or any portion thereof or interest therein, and any deductibles payable with respect to such insurance policies; (ix) all personal property or real property taxes and assessments levied or assessed on the Project, or any portion thereof or interest therein, including without limitation the Real Property Taxes for the Project, if applicable under PARAGRAPH 15.A; (x) cleaning, collection, storage and removal of trash, rubbish, dirt and debris, and sweeping and cleaning the Common Area; (xi) legal, accounting and other professional services for the Project, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building, and of contesting, appealing or otherwise attempting to reduce any Real Property Taxes assessed against the Building’s SystemsProject; (xii) any alterations, additions or improvements required to be made to the Common Area in order to reduce Common Area Maintenance Costs or to protect the health or safety of occupants of the Project, but only to the extent of any actual cost savings realized thereby (provided that if the cost of any such alterations, additions or improvements during any year exceeds the amount of cost savings realized thereby for that year, Landlord may in its sole discretion elect to include such excess amounts in Common Area Maintenance Costs for the following year, but only to the extent of any actual cost savings realized during such year by reason of such alterations, additions or improvements); (xiii) all costs and expenses of providing, creating, maintaining, repairing, managing, operating, and supervising an amenity center for the Project, which may include without limitation a dining facility (provided, however, that Landlord shall not be required to provide or create such an amenity center), which costs and expenses may include without limitation rent charged by Landlord for the space occupied by such amenity center; (xiv) all costs and expenses incurred by Landlord in performing its obligations under PARAGRAPHS 17.A or exercising its rights under PARAGRAPH 17.D, including taxeswithout limitation all costs and expenses incurred in performing any alterations, insurance additions or improvements required to be made to the Building in order to comply with applicable laws, ordinances, rules, regulations and benefits relating orders (to the extent that such laws, ordinances, rules, regulations and orders are either enacted after, or become applicable to the Building due to an amendment thereto (together with Landlord’s reasonable allocation of expenses of off-site employees at or below that becomes effective after, the grade of senior building manager who perform a portion of their services Commencement Date) and all capital improvements required to made in connection with the operation, maintenance or security and repair of the Project, the Building, and provided that the Building’s Systems; provided, that if cost of any such employees of Landlord provide services for more than one building of Landlordalterations, then a prorated portion of such employees’ wagesadditions, benefits and taxes improvements or capital improvements, together with interest at the Interest Rate, shall be amortized over the useful life of the alteration, addition, improvement or capital improvement in question and included in Common Area Maintenance Costs based on the portion of their working time devoted for each year over which such costs are amortized; (xv) all costs and expenses incurred in performing any alterations, additions or improvements required to be made to the Project); (b) all supplies, and materials used in the operation, maintenance, repair, replacement, and security of the Project, the Building, and the Building’s Systems; (c) service, maintenance and management contracts with independent contractors for the operation, maintenance, management, repair, replacement, or security of the Project, the Building, and the Building’s Systems; (d) repair, maintenance, replacement and supply of the Building Systems; (e) landscaping and gardening of the Common Area; (f) lighting, repaving, restriping, repairing, and maintaining the Common Areas, including the parking areas and sidewalks; (g) janitorial services, exterior building cleaning and window washing, trash removal, and any other similar work performed on the Project, and all supplies, tools and equipment required in connection therewith; (h) dedicated employee shuttle services or other services that Tenant requests the Landlord to provide for the Project and Landlord agrees to provide in its sole discretion; (i) costs for improvements made following the Commencement Date to the Project, the Building, and the Building’s Systems which, although capital in nature, are (i) expected to result in a net reduction of the normal Common Area Maintenance Costs (including all utility costs) of the Project, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as (ii) capital improvements made in order to comply with applicable laws, ordinances, rules, regulations and orders and all capital improvements required to made in connection with the operation, maintenance and repair of the Common Area, provided that the cost of any Law promulgated after such alterations, additions, improvements or capital improvements, together with interest at the Commencement Date by Interest Rate, shall be amortized over the useful life of the alteration, addition, improvement or capital improvement in question and included in Common Area Maintenance Costs for each year over which such costs are amortized; and (xvi) any governmental authority and all payments due and owing on behalf of the Project or any interpretation rendered after the Commencement Date portion thereof with respect to any existing Law, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion, as well as (iii) capital improvements made to improve the health, safety and welfare of the Project in general (i.e., not a specific Building) and its occupants , as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion the items described in clauses (i), (ii) and (iii), collectively, “Permitted Capital Expenditures”); (j) property management fees equal to three percent (3%) of gross revenue charged by Owner’s property manager or by Owner, whether or not Landlord employs a third party managing agent; and (k) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument now or hereafter affecting the Complex, including, without limitation, the CC&Rs, including without limitation any fees charged by and all assessments and association dues. However, notwithstanding the Complex’s owner’s association. foregoing or anything to the contrary in this Lease, Common Area Maintenance Costs shall not include costs forthe cost of or expenses for the following: (1) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (2) interest, amortization or other payments on loans to Landlord; (3) depreciation; (4A) leasing commissions; (5) legal expenses; (6) renovating , attorneys’ fees or otherwise improving space for lease to other tenants; (7) Utilities, Taxes, and Insurance which are paid separately pursuant to Sections 3, 4, and 5 below; (8) federal, state and local income taxes imposed on costs or measured by the income of Landlord from the operation expenses incurred in connection with negotiations or disputes with other tenants of the Project; (9B) costs depreciation of a capital nature other than Permitted Capital Expenditures described in Section 2 of this Exhibit; (10) salaries of officers and executives of Landlord at the level of Senior Building Manager or above; (11) the cost of any work or service performed for any tenant of the Building (other than Tenant) to a materially greater extent or in a materially more favorable manner than that furnished generally to the tenants and other occupants (including Tenant); (12) all costs of cleanup, removal, investigation and/or remediation (collectively, “Remediation Costs”) of any Hazardous Materials in, on or under the Project the extent such Hazardous Materials are (x) in existence as of the Delivery Date and in violation of applicable Laws, or (y) introduced onto the Project after the Delivery Date by Landlord or any of Landlord’s agents, employees, contractors or tenants or other third parties not related to Tenant in violation of applicable Laws; (13) the cost of any repairs, alterations, additions, changes, replacements and other items which are made in order to prepare for a new tenant’s occupancy; (14) any advertising expenses; (15) interest and penalties due to late payment of any amounts owed by Landlord, except such as may be incurred as a result of Tenant’s failure to timely pay its portion of such amounts or as a result of Landlord’s contesting such amounts in good faith; (16) costs related to the existence and maintenance of Landlord as a legal entity, except to the extent attributable to the operation and management of the Project; (17) the cost of any work or service performed for any tenant (including Tenant) at such tenant’s cost; (18) political or charitable contributions; (19) ground rent payable under any ground lease; (20) the cost of any utilities consumed in other buildings in the Project; (21C) payments of principal, interest, late fees, prepayment fees or other charges on any debt secured by a mortgage covering the Project, or rental payments under any ground lease or underlying lease; (D) any penalties incurred due to Landlord’s violation of any governmental rule or authority (but not excluding the cost of compliance therewith, if such cost is chargeable to Tenant pursuant to this Lease); (E) any Real Property Taxes or costs for which represents work performed exclusively Landlord is separately and directly reimbursed by Tenant or any other tenant of the Project which are assessed against the Premises or the premises leased by such other tenant(s); (F) items for one which Landlord is reimbursed by insurance; (G) all costs associated with the operation of the business of the entity which constitutes “Landlord” (as distinguished from the costs of operations, the costs described in clause (v) of this PARAGRAPH 3.H, and the property management fee described in PARAGRAPH 5.C below), including, but not limited to, costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging, or more buildings hypothecating any of the Landlord’s interest in the Project and/or Common Area, or any portion thereof, costs of any disputes between Landlord and its employees, costs of disputes of Landlord with Building management or costs paid in connection with disputes with Tenant or any other tenants; (H) all costs (including permit, license and inspection fees) incurred in renovating or otherwise improving or decorating, painting or redecorating space for other tenants in the Project; (I) the creation of any reserves for equipment or capital replacement (but not the Buildingexpenditure of any funds from such reserves); (J) all costs arising from monitoring, cleaning up and otherwise remediating any release of Hazardous Materials at the Premises to the extent that either (1) Landlord (who shall use reasonable efforts to obtain reimbursement) is actually reimbursed by third parties for such costs (but not the costs of collection incurred by Landlord, unless such costs of collection are also reimbursed by third parties), or (2) such release of Hazardous Materials occurred prior to the Commencement Date and did not arise from Tenant’s early occupancy of the Premises pursuant to PARAGRAPH 40 below; (K) all costs and expenses incurred in performing any alterations, additions or improvements required to be made to the Building in order to comply with applicable laws, ordinances, rules, regulations and orders, to the extent that such laws, ordinances, rules, regulations and orders are enacted before the Commencement Date (unless any such law, ordinance, rule, regulation or order becomes applicable to the Building due to an amendment that becomes effective after the Commencement Date, in which event such costs and expenses shall be includable in Common Area Maintenance Costs); and (22L) any cost all costs and expenses incurred by Landlord in removing asbestos-containing materials from, or encapsulating asbestos-containing materials within, the Premises. Notwithstanding anything to perform the Additional Landlord Improvements.contrary in the definition of Common Area Maintenance Costs set forth in this Lease, Common Area Maintenance Costs shall not include the following:

Common Area Maintenance Costs. Tenant shall pay all “Common Area Maintenance Costs”As limited in the balance of this Paragraph 3.D., which shall consist the total of all costs and expenses and disbursements (subject to the limitations set forth below) that paid or incurred by Landlord incurs in connection with the ownership, operation, maintenance, ownership and maintenance repair of the ProjectCommon Area, the Building, and the Buildingperformance of Landlord’s Systemsobligations under Paragraph 17.A. Without limiting the generality of the foregoing, as applicable, determined in accordance with sound accounting principles consistently applied, including the following costsCommon Area Maintenance Costs include all costs of and expenses for: (ai) wages maintenance and salaries repairs of the Common Area; (ii) resurfacing, resealing, remarking, painting, repainting, striping or restriping the Parking Area; (iii) maintenance and repair of all on-site employees at public or below the grade of senior building manager engaged in the operation, common facilities; (iv) maintenance, repair and replacement of sidewalks, curbs, paving, walkways, Parking Area, Project signs, landscaping, planting and irrigation systems, trash facilities, loading and delivery areas, lighting, drainage and common utility facilities, directional or security other signs, markers and bumpers, and any fixtures, equipment and personal property located on the Common Area; (v) wages, salaries, benefits, payroll burden fees and charges of personnel employed by Landlord (excluding personnel having a grade of Vice President or above) and the charges of all independent contractors retained by Landlord (to the extent that such personnel and contractors are utilized by Landlord) for the maintenance, repair, management and/or supervision of the Project, and of any security personnel retained by Landlord in connection with the operation and maintenance of the Common Area (although Landlord shall not be required to obtain security services); (vi) maintenance, repair and replacement of security systems and alarms; (vii) premiums for Comprehensive General Liability Insurance or Commercial General Liability Insurance, casualty insurance, workers compensation insurance or other insurance on the Common Area, the Project, the buildings located at the Project, or any portion thereof or interest therein; (viii) all personal property or real property taxes and assessments levied or assessed on the Project, or any portion thereof or interest therein, including without limitation Tenant’s Percentage Share of the Real Property Taxes for the Project, if applicable under Paragraph 15.A; (ix) cleaning, collection, storage and removal of trash, rubbish, dirt and debris, and sweeping and cleaning the Common Area; (x) any alterations, additions or improvements required to be made to the Common Area in order to comply with applicable governmental laws, ordinances, rules, regulations and orders that become effective after the date of this Lease; (xi) reasonable legal, accounting and other professional services for the Project, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building, and of contesting, appealing or otherwise attempting to reduce any Real Property Taxes assessed, against the Building’s SystemsProject; (xii) all costs and expenses incurred by Landlord in performing its obligations under Paragraph 17.A, including taxeswithout limitation all costs and expenses incurred in performing any alterations, insurance additions or improvements required to be made to the Building in order to comply with applicable laws, ordinances, rules, regulations and benefits relating thereto (together with Landlord’s reasonable allocation orders that become effective after the date of expenses of off-site employees at or below the grade of senior building manager who perform a portion of their services this Lease, and all capital improvements required to be made in connection with the operation, maintenance or security and repair of the Project, the Building, and provided that the Building’s Systems; provided, that if cost of any such employees of Landlord provide services for more than one building of Landlordalterations, then a prorated portion of such employees’ wagesadditions, benefits and taxes improvements or capital improvements, together with interest at the Interest Rate shall be amortized over the useful life of the alteration, addition, improvement or capital improvement in question and included in Common Area Maintenance Costs based on the portion of their working time devoted to the Project)for each year over which such costs are amortized; (bxiii) all supplies, and materials used in the operation, maintenance, repair, replacement, and security of the Project, the Building, and the Building’s Systems; (c) service, maintenance and management contracts with independent contractors for the operation, maintenance, management, repair, replacement, or security of the Project, the Building, and the Building’s Systems; (d) repair, maintenance, replacement and supply of the Building Systems; (e) landscaping and gardening of the Common Area; (f) lighting, repaving, restriping, repairing, and maintaining the Common Areas, including the parking areas and sidewalks; (g) janitorial services, exterior building cleaning and window washing, trash removal, and any other similar work performed on the Project, and all supplies, tools and equipment required in connection therewith; (h) dedicated employee shuttle services cost or other services that Tenant requests the Landlord to provide for the Project and Landlord agrees to provide in its sole discretion; (i) costs for improvements made following the Commencement Date to the Project, the Building, and the Building’s Systems which, although capital in nature, are (i) expected to result in expense which this Lease expressly characterizes as a net reduction of the normal Common Area Maintenance Costs Cost; (including xiv) any and all utility costs) payments due and owing on behalf of the Project, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as (ii) capital improvements made in order to comply with any Law promulgated after the Commencement Date by any governmental authority Project or any interpretation rendered after the Commencement Date portion thereof with respect to any existing Lawcovenants, as amortized using a commercially reasonable interest rate over conditions, and restrictions encumbering the useful economic life of such improvements as determined by Landlord in its reasonable discretionProject, as well as (iii) capital improvements made to improve the health, safety including without limitation any and welfare of the Project in general (i.e., not a specific Building) all assessments and its occupants , as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion the items described in clauses (i), (ii) and (iii), collectively, “Permitted Capital Expenditures”); (j) property management fees equal to three percent (3%) of gross revenue charged by Owner’s property manager or by Owner, whether or not Landlord employs a third party managing agentassociation dues; and (kxv) payments under any easementall costs and expenses of providing, licensecreating, operating agreementmaintaining, declarationrepairing, restrictive covenantmanaging, or instrument now or hereafter affecting operating, and supervising a fitness center and/or cafeteria, servicing the ComplexProject, including, which may include without limitation, the CC&Rs, including any fees limitation fair market rent subsidies granted and fair market rent charged by Landlord for the Complex’s owner’s associationspace occupied by such amenity center (such fitness center and/or cafeteria may be located on property adjacent to the Project which together with the Project is depicted on Exhibit B and commonly referred to as “Midpoint Technology Park”). However, notwithstanding the foregoing, Common Area Maintenance Costs shall not include costs forthe cost of or expenses for the following: (1) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (2) interest, amortization or other payments on loans to Landlord; (3) depreciation; (4A) leasing commissions; (5) legal expenses; (6) renovating , attorneys’ fees or otherwise improving space for lease to other tenants; (7) Utilities, Taxes, and Insurance which are paid separately pursuant to Sections 3, 4, and 5 below; (8) federal, state and local income taxes imposed on costs or measured by the income of Landlord from the operation expenses incurred in connection with negotiations or disputes with other tenants of the Project; (9B) costs depreciation of a capital nature other than Permitted Capital Expenditures described in Section 2 of this Exhibit; (10) salaries of officers buildings and executives of Landlord at the level of Senior Building Manager or above; (11) the cost of any work or service performed for any tenant of the Building (other than Tenant) to a materially greater extent or in a materially more favorable manner than that furnished generally to the tenants and other occupants (including Tenant); (12) all costs of cleanup, removal, investigation and/or remediation (collectively, “Remediation Costs”) of any Hazardous Materials in, on or under the Project the extent such Hazardous Materials are (x) in existence as of the Delivery Date and in violation of applicable Laws, or (y) introduced onto the Project after the Delivery Date by Landlord or any of Landlord’s agents, employees, contractors or tenants or other third parties not related to Tenant in violation of applicable Laws; (13) the cost of any repairs, alterations, additions, changes, replacements and other items which are made in order to prepare for a new tenant’s occupancy; (14) any advertising expenses; (15) interest and penalties due to late payment of any amounts owed by Landlord, except such as may be incurred as a result of Tenant’s failure to timely pay its portion of such amounts or as a result of Landlord’s contesting such amounts in good faith; (16) costs related to the existence and maintenance of Landlord as a legal entity, except to the extent attributable to the operation and management of the Project; (17) the cost of any work or service performed for any tenant (including Tenant) at such tenant’s cost; (18) political or charitable contributions; (19) ground rent payable under any ground lease; (20) the cost of any utilities consumed in other buildings improvements in the Project; (21C) payments of principal, interest, late fees, prepayment fees or other charges on any debt secured by a mortgage covering the Project, or rental payments under any ground lease or underlying lease; (D) any cost which represents work performed exclusively for one penalties incurred due to Landlord’s violation of any governmental rule or more buildings in the Project authority (but not excluding the Building) and cost of compliance therewith, if such cost is chargeable to Tenant pursuant to this Lease); (22E) any cost Real Property Taxes or costs for which Landlord is separately and directly reimbursed by Tenant or any other tenant of the Project which are assessed against the Premises or the premises leased by such other tenant; (F) items for which Landlord is reimbursed by insurance; (G) any Common Area Maintenance Costs representing an amount paid to a related or affiliated person or entity of Landlord which is in excess of the amount which would be paid in the absence of such relationship; (H) costs and expenses incurred by Landlord in performing its obligations under Paragraph 17.A, to perform the Additional extent but only to the extent that such costs and expenses are incurred in performing any alterations, additions or improvements required to be made to the Building in order to comply with applicable underwriter’s requirements, with applicable covenants, conditions or restrictions, or with applicable laws, ordinances, rules, regulations and orders that are in effect as of the date of this Lease; (I) costs and expenses arising from any refinancing of the Project. In addition, Common Area Maintenance Costs allocable to the Parking Area shall be reduced (but not below zero (O)) by any and all net income received by Landlord Improvementsduring the applicable year from the ownership or operation of the Parking Area.

Common Area Maintenance Costs. Tenant shall pay all “Common Area Maintenance Costs”As limited in the balance of this Paragraph 3.D, which shall consist the total of all costs and expenses and disbursements (subject to the limitations set forth below) that paid or incurred by Landlord incurs in connection with the ownership, operation, maintenance, and maintenance repair of the ProjectCommon Area, the Building, and the Buildingperformance of Landlord’s Systemsobligations under Paragraph 17.A. Without limiting the generality of the foregoing, as applicable, determined in accordance with sound accounting principles consistently applied, including the following costsCommon Area Maintenance Costs include all costs of and expenses for: (ai) wages maintenance and salaries repairs of the Common Area; (ii) resurfacing, resealing, remarking, painting, repainting, striping or restriping the Parking Area; (iii) maintenance and repair of all on-site employees at public or below the grade of senior building manager engaged in the operation, common facilities; (iv) maintenance, repair and replacement of sidewalks, curbs, paving, walkways, Parking Area, Project signs, landscaping, planting and irrigation systems, trash facilities, loading and delivery areas, lighting, drainage and common utility facilities, directional or security other signs, markers and bumpers, and any fixtures, equipment and personal property located on the Common Area; (v) wages, salaries, benefits, payroll burden fees and charges of personnel employed by Landlord (excluding personnel having a grade of Vice President or above) and the charges of all independent contractors retained by Landlord (to the extent that such personnel and contractors are utilized by Landlord) for the maintenance, repair, management and/or supervision of the Project, and of any security personnel retained by Landlord in connection with the operation and maintenance of the Common Area (although Landlord shall not be required to obtain security services); (vi) maintenance, repair and replacement of security systems and alarms; (vii) premiums for Comprehensive General Liability Insurance or Commercial General Liability Insurance, casualty insurance, workers compensation insurance or other insurance on the Common Area, the Project, the buildings located at the Project, or any portion thereof or interest therein, all in such amounts as Landlord determines to be appropriate, and the costs incurred in repairing an insured casualty to the extent of the deductible amount (not in excess of Twenty Five Thousand Dollars ($25,000.00) per calendar year) under the applicable insurance policy; (viii) all personal property or real property taxes and assessments levied or assessed on the Project, or any portion thereof or interest therein, including without limitation Tenant’s Percentage Share of the Real Property Taxes for the Project, if applicable under Paragraph 15.A; (ix) cleaning, collection, storage and removal of trash, rubbish, dirt and debris, and sweeping and cleaning the Common Area; (x) any alterations, additions or improvements required to be made to the Common Area in order to comply with applicable governmental laws, ordinances, rules, regulations and orders that become effective after the date of this Lease; (xi) legal, accounting and other professional services for the Project, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building, and of contesting, appealing or otherwise attempting to reduce any Real Property Taxes assessed against the Building’s SystemsProject; (xii) all costs and expenses incurred by Landlord in performing its obligations under Paragraph 17.A, including taxeswithout limitation all costs and expenses incurred in performing any alterations, insurance additions or improvements required to be made to the Building in order to comply with applicable laws, ordinances, rules, regulations and benefits relating thereto (together with Landlord’s reasonable allocation orders that become effective after the date of expenses of off-site employees at or below the grade of senior building manager who perform a portion of their services this Lease, and all capital improvements required to be made in connection with the operation, maintenance or security and repair of the Project, the Building, and provided that the Building’s Systems; provided, that if cost of any such employees alterations, additions, improvements or capital improvements shall be amortized over the useful life thereof as reasonably determined by Landlord, together with interest on the unamortized balance at a rate per annum equal to ten percent (10%) or, if applicable, the rate paid by Landlord on funds borrowed for the purpose of Landlord provide services for constructing or acquiring such capital improvements but in either case not more than one building of Landlord, then the maximum rate permitted by law at the time such capital improvements are constructed or acquired (the “Amortization Rate”); (xiii) any other cost or expense which this Lease expressly characterizes as a prorated portion of such employees’ wages, benefits and taxes shall be included in Common Area Maintenance Costs based on the portion of their working time devoted to the Project)Cost; (bxiv) any and all supplies, payments due and materials used in the operation, maintenance, repair, replacement, and security owing on behalf of the Project, the Building, and the Building’s Systems; (c) service, maintenance and management contracts with independent contractors for the operation, maintenance, management, repair, replacement, or security of the Project, the Building, and the Building’s Systems; (d) repair, maintenance, replacement and supply of the Building Systems; (e) landscaping and gardening of the Common Area; (f) lighting, repaving, restriping, repairing, and maintaining the Common Areas, including the parking areas and sidewalks; (g) janitorial services, exterior building cleaning and window washing, trash removal, and any other similar work performed on the Project, and all supplies, tools and equipment required in connection therewith; (h) dedicated employee shuttle services or other services that Tenant requests the Landlord to provide for the Project and Landlord agrees to provide in its sole discretion; (i) costs for improvements made following the Commencement Date to the Project, the Building, and the Building’s Systems which, although capital in nature, are (i) expected to result in a net reduction of the normal Common Area Maintenance Costs (including all utility costs) of the Project, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as (ii) capital improvements made in order to comply with any Law promulgated after the Commencement Date by any governmental authority or any interpretation rendered after the Commencement Date portion thereof with respect to any existing Lawcovenants, as amortized using a commercially reasonable interest rate over conditions, and restrictions encumbering the useful economic life of such improvements as determined by Landlord in its reasonable discretionProject, as well as (iii) capital improvements made to improve the health, safety including without limitation any and welfare of the Project in general (i.e., not a specific Building) all assessments and its occupants , as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion the items described in clauses (i), (ii) and (iii), collectively, “Permitted Capital Expenditures”); (j) property management fees equal to three percent (3%) of gross revenue charged by Owner’s property manager or by Owner, whether or not Landlord employs a third party managing agentassociation dues; and (kxv) payments under any easementall costs and expenses of providing, licensecreating, operating agreementmaintaining, declarationrepairing, restrictive covenantmanaging, or instrument now or hereafter affecting operating, and supervising a fitness center and/or cafeteria, servicing the ComplexProject, including, which may include without limitation, the CC&Rs, including any fees limitation fair market rent subsidies granted and fair market rent charged by Landlord for the Complex’s owner’s associationspace occupied by such amenity center (such fitness center and/or cafeteria may be located on property adjacent to the Project which together with the Project is depicted on Exhibit B and commonly referred to as “Midpoint Technology Park”). However, notwithstanding the foregoing, Common Area Maintenance Costs shall not include costs forthe cost of or expenses for the following: (1) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (2) interest, amortization or other payments on loans to Landlord; (3) depreciation; (4A) leasing commissions; (5) legal expenses; (6) renovating , attorneys’ fees or otherwise improving space for lease to other tenants; (7) Utilities, Taxes, and Insurance which are paid separately pursuant to Sections 3, 4, and 5 below; (8) federal, state and local income taxes imposed on costs or measured by the income of Landlord from the operation expenses incurred in connection with negotiations or disputes with other tenants of the Project; (9B) costs depreciation of a capital nature other than Permitted Capital Expenditures described buildings and improvements in Section 2 of this Exhibitthe Project; (10C) salaries payments of officers and executives of Landlord at principal, interest, late fees, prepayment fees or other charges on any debt secured by a mortgage covering the level of Senior Building Manager Project, or aboverental payments under any ground lease or underlying lease; (11D) any penalties incurred due to Landlord’s violation of any governmental rule or authority (but not excluding the cost of compliance therewith, if such cost is chargeable to Tenant pursuant to this Lease); (E) any work Real Property Taxes or service performed costs for which Landlord is separately and directly reimbursed by Tenant or any other tenant of the Building Project which are assessed against the Premises or the premises leased by such other tenant; (other than TenantF) items for which Landlord is reimbursed by insurance; (G) any Common Area Maintenance Costs representing an amount paid to a materially greater extent related or affiliated person or entity of Landlord which is in a materially more favorable manner than that furnished generally excess of the amount which would be paid in the absence of such relationship; (H) costs and expenses incurred by Landlord in performing its obligations under Paragraph 17.A, to the tenants and other occupants (including Tenant); (12) all costs of cleanup, removal, investigation and/or remediation (collectively, “Remediation Costs”) of any Hazardous Materials in, on or under the Project extent but only to the extent that such Hazardous Materials costs and expenses are (x) incurred in existence performing any alterations, additions or improvements required to be made to the Building in order to comply with applicable underwriter’s requirements, with applicable covenants, conditions or restrictions, or with applicable laws, ordinances, rules, regulations and orders that are in effect as of the Delivery Date and in violation date of applicable Laws, or (y) introduced onto the Project after the Delivery Date by Landlord or any of Landlord’s agents, employees, contractors or tenants or other third parties not related to Tenant in violation of applicable Lawsthis Lease; (13) the cost of any repairs, alterations, additions, changes, replacements and other items which are made in order to prepare for a new tenant’s occupancy; (14) any advertising expenses; (15) interest and penalties due to late payment of any amounts owed by Landlord, except such as may be incurred as a result of Tenant’s failure to timely pay its portion of such amounts or as a result of Landlord’s contesting such amounts in good faith; (16I) costs related to the existence and maintenance of Landlord as a legal entity, except to the extent attributable to the operation and management expenses arising from any refinancing of the Project; (17J) costs associated with the cost operation of the business of the partnership or limited liability company which constitutes Landlord, as the same are distinguished from the costs of operation of the Building, including accounting and legal matters, costs of defending any work lawsuits with any mortgagee (except as the actions of Tenant may be the issue), costs of selling, syndicating, financing, mortgaging or service performed for hypothecating any tenant of Landlord’s interest in the Building, costs (including Tenantattorneys’ fees and costs of settlement, judgments and payments in lieu thereof) at such tenant’s cost; (18) political arising from claims, disputes or charitable contributions; (19) ground rent payable under any ground lease; (20) potential disputes in connection with potential or actual claims, litigation or arbitrations respecting Landlord and/or the cost of any utilities consumed in other buildings in Building and/or the Project; (21K) costs of removal or remediation of Hazardous Materials (as defined in Paragraph 11.B) required in order to comply with any laws applicable to the Building, including the Premises, unless caused by Tenant or any of Tenant’s Parties; and (L) any cost costs in excess of $.14 per square foot per month with respect to the maintenance of the cafeteria and the fitness center (the “Cafeteria/Fitness Center CAM Cap”). On each anniversary of the Commencement Date (each, an “Adjustment Date”), the Cafeteria/Fitness Center CAM Cap shall be adjusted by multiplying the amount of the Cafeteria/Fitness Center CAM Cap by a fraction, the numerator of which represents work performed exclusively shall be the Consumer Price Index for one or more buildings the month two months prior to the applicable Adjustment Date, and the denominator of which shall be the Consumer Price Index for the same month immediately prior to the Commencement Date, provided that in no event shall the Project Cafeteria/Fitness Center CAM Cap be decreased as a result of such computation. If the Consumer Price Index is not published for the specified month, the Consumer Price Index for the next succeeding month shall be substituted. In addition, Common Area Maintenance Costs allocable to the Parking Area shall be reduced (but not the Buildingbelow zero (0)) by any and (22) any cost incurred all net income received by Landlord to perform during the Additional Landlord Improvementsapplicable year from the ownership or operation of the Parking Area.