Common use of Included Operating Costs Clause in Contracts

Included Operating Costs. “Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes and other items excluded below, paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Operating Costs shall also include amortization over their useful life of the costs of any capital improvements which have a reasonable expectation of reducing Operating Costs, improving safety or enhancing the Project, and those made to keep the Project in compliance with Governmental Requirements that take effect from time to time after the Commencement Date (collectively, “Included Capital Items”). Neither Included Capital Items nor Operating Costs shall include any structural additions, modifications to increase rentable area or other capital improvements that enhance the Project unless Tenant has approved the expenditures and their inclusion in Operating Costs in advance. If the Project is not fully occupied during any portion of any fiscal year, Landlord may reallocate (an “Equitable Adjustment”) certain types of Operating Costs so that Tenant pays what it would have paid had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancy. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs provided that it includes a reasonably detailed explanation of how the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment to recover more than 100% of its out of pocket costs.

Included Operating Costs. “Operating Costs” " ------------------------ --------------- means any expenses, costs and disbursements of any kind other than Taxes and other items excluded belowTaxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this LeaseLease and a management fee in an amount equal to three percent (3%) of the monthly Base Rent payable hereunder. Operating Costs shall also include amortization over their useful life of the costs of any capital improvements which have a reasonable expectation are intended to reduce Operating Costs (but only to the extent of reducing Operating Costs, improving safety any actual savings realized from such improvements) or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after or to replace existing capital improvements, facilities and equipment within the Commencement Date Building or the common areas of the Project, such as the roof membrane and resurfacing of the parking areas (collectively, “"Included Capital Items”"). Neither ; provided, that the costs of ---------------------- any Included Capital Items nor Item shall be amortized by Landlord, together with an amount equal to interest at ten percent (10%) per annum, over the estimated useful life of such item and such amortized costs are only included in Operating Costs for that portion of the useful life of the Included Capital Item which falls within the Term, unless the cost of the Included Capital Item is less than Ten Thousand Dollars ($10,000) in which case it shall be expensed in the year in which it was incurred. If Landlord elects to maintain earthquake insurance, then in the event of an earthquake any deductibles payable by Tenant hereunder with respect to the Premises shall be amortized over the remaining Term of the Lease and paid monthly by Tenant as part of the Operating Cost Share Rent. If the Project contains more than one building, then Operating Costs shall include any structural additions(i) all Operating Costs fairly allocable to the Building, modifications including all Operating Costs paid with respect to increase the maintenance, repair, replacement and use of the Building, and (ii) a proportionate share (based on the gross rentable area or other capital improvements that enhance of the Building as a percentage of the gross leasable area of all of the Buildings in the Project) of all Operating Costs which relate to the Project unless Tenant has approved in general and arc not fairly allocable to any one building in the expenditures and their inclusion in Operating Costs in advanceProject. If the Project is not fully occupied during any portion of any fiscal year, Landlord may reallocate adjust (an “"Equitable Adjustment”") certain types of Operating Costs so that Tenant pays to equal -------------------- what it would have paid been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with are variable based, upon the occupancy rates and therefore of the Project (i.e., they increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenantsincreases). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancy. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant other than Tenant who has undertaken to perform such service itself, Operating Costs provided that shall be increased by the amount which Landlord would have incurred if it includes a reasonably detailed explanation of how had furnished the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment service to recover more than 100% of its out of pocket costssuch tenant.

Included Operating Costs. “Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes and other items excluded belowkind, paid or incurred by Landlord in connection with the managementmanagement (including any management fees), maintenance, operation, insurance, repair repair, replacement and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Operating Costs shall also include amortization over their useful life of Taxes and the costs of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after the Commencement Date (collectively, “Included Capital Items”). Neither ; provided, that the costs of any Included Capital Items nor Operating Costs Item shall include any structural additionsbe amortized by Landlord, modifications together with an amount equal to increase rentable area or other capital improvements that enhance interest at ten percent (10%) per annum, over the Project unless Tenant has approved the expenditures estimated useful life of such item and their inclusion such amortized costs are only included in Operating Costs in advancefor that portion of the useful life of the Included Capital Item which falls within the Term. If the Project is not fully occupied during any portion of any fiscal yearFiscal Year, Landlord may reallocate adjust (an “Equitable Adjustment”) certain types of actual Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants)increases. The In addition to applying an Equitable Adjustment shall not apply to TaxesOperating Costs actually incurred by Landlord during a Fiscal Year, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancy. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant other than Tenant who has undertaken to perform such service itself, Operating Costs provided that shall be increased by the amount which Landlord would have incurred if it includes a reasonably detailed explanation of how had furnished the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment service to recover more than 100% of its out of pocket costssuch tenant.

Included Operating Costs. “Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes and other items excluded belowTaxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insuranceinsurance (including the related deductibles), repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this LeaseLease and a reasonable management fee. Operating Costs shall also include amortization over their useful life of the costs of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after or to replace existing capital improvements, facilities and equipment within the Commencement Date Building or the common areas of the Project, such as the roof membrane, parking and landscape areas and the utility pipes, conduits and lines which run from the street to each Building and between each of the Buildings (to the extent Landlord is responsible for the replacement or repair of such items hereunder) (collectively, “Included Capital Items”). Neither ; provided, that the costs of any Included Capital Items nor Item shall be amortized by Landlord, together with an amount equal to interest at ten percent (10%) per annum, over the estimated useful life of such item and such amortized costs are only included in Operating Costs for that portion of the useful life of the Included Capital Item which falls within the Term, unless the cost of the Included Capital Item is less than Ten Thousand Dollars ($10,000) in which case it shall be expensed in the year in which it was incurred. If the Project contains more than one building then Operating Costs shall include any structural additions(i) all Operating Costs fairly allocable to the Building, modifications to increase and (ii) a proportionate share (based on the gross rentable area or other capital improvements that enhance of the Building as a percentage of the gross rentable area of all of the Buildings in the Project) of all Operating Costs which relate to the Project unless Tenant has approved in general and are not fairly allocable to any one building in the expenditures and their inclusion Project. Operating Expenses shall not include expenses attributable to another building in Operating Costs in advancethe Project. If the Project is not fully occupied during any portion of any fiscal yearFiscal Year (as defined in Section 2C(6) below), Landlord may reallocate adjust (an “Equitable Adjustment”) certain types of Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancyincreases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant other than Tenant who has undertaken to perform such service itself, Operating Costs provided that shall be increased by the amount which Landlord would have incurred if it includes a reasonably detailed explanation of how had furnished the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment service to recover more than 100% of its out of pocket costssuch tenant.

Included Operating Costs. “Operating Costs” means any commercially reasonable expenses, costs and disbursements of any kind other than Taxes and other items excluded belowTaxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Operating Costs shall also include amortization over their useful life of the costs of any capital improvements as determined in accordance with generally accepted accounting principles, which have a reasonable expectation of reducing reduce Operating Costs, improving safety or enhancing the Project, and those made to keep the Project in compliance with Governmental Requirements that take effect from time new governmental requirements first applicable to time the Project after the Commencement Date (collectively, “Included Capital Items”). Neither ; provided, that the costs of any Included Capital Items nor Operating Costs Item shall include any structural additions, modifications to increase rentable area or other capital improvements that enhance be amortized by Landlord in accordance with generally acceptable accounting principles over the Project unless Tenant has approved the expenditures estimated useful life of such item and their inclusion such amortized costs are only included in Operating Costs in advancefor that portion of the useful life of the Included Capital Item which falls within the Term. If the Project is not fully occupied during any portion of any fiscal year, Landlord may reallocate adjust (an “Equitable Adjustment”) certain types of Operating Costs so that Tenant pays which vary with occupancy levels in the Building to equal what it would have paid been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancyincreases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs provided that it includes a reasonably detailed explanation of how the Costs. The foregoing Equitable Adjustment was calculated. is intended to permit Landlord may to fully recover Operating Costs actually incurred by Landlord and is not use the Equitable Adjustment intended to, and shall not be deemed or construed to, permit Landlord to recover collect more than 100% of its out all Operating Costs incurred by Landlord or otherwise result in a profit to Landlord. For purposes of pocket costsdetermining the Equitable Adjustment, “fully occupied” shall mean 95% or more of the rentable square footage of the Building is leased. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant other than Tenant who has undertaken to perform such service itself, Operating Costs which vary with occupancy levels shall be increased by the amount which Landlord would have incurred if it had furnished the service to such tenant.

Included Operating Costs. “Operating Costs” means any the following (except to the extent they are Excluded Operating Costs) all actual expenses, costs and disbursements of any kind other than Taxes which are directly attributable and other items excluded belowallocable to the Project, paid or incurred by Landlord Landlord, calculated in accordance with generally accepted accounting principles, in connection with the managementmanagement of the Building (including the lesser of (i) a market management fee for comparable buildings or (ii) 4% of Base Rent and Operating Cost Share Rent), maintenance, operation, insurance, repair repair, replacement and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used on-site and in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease, and including any costs related to maintaining and managing the Building with green building standards (e.g., costs related to maintaining and managing LEED certification). Operating Costs shall also include amortization over their useful life of Taxes and the costs of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after the Commencement Date (collectively, “Included Qualified Capital ItemsExpenses”). Neither Included ; provided, that the costs of any Qualified Capital Items nor Expense shall be amortized by Landlord, together with an amount equal to interest at 10% per annum, over the estimated useful life of such item in accordance with generally accepted accounting principles and such amortized costs are only included in Operating Costs for that portion of the useful life of the Qualified Capital Expense which falls within the Term; provided, however, the maximum amount which is added to Operating Costs for any given calendar year for capital improvement item(s) installed for the purpose of reducing Operating Costs shall include any structural additions, modifications to increase rentable area not exceed the lesser of (1) the annual amortization of the cost of the item(s) or other capital improvements that enhance (2) the Project unless Tenant has approved actual costs saved as a result of the expenditures and their inclusion installation thereof in Operating Costs in advanceexcess of amounts previously amortized therefor. If the Project is not fully occupied average amount of the Rentable Square Feet of the Building leased during any portion Fiscal Year of any fiscal yearthe Term is less than 185,054 rentable square feet (95% of the 194,794 rentable square feet in the Building) on an average annualized basis, and Landlord may reallocate (an “Equitable Adjustment”) certain types of estimates in its reasonable discretion that the Operating Costs so that Tenant pays actually incurred by Landlord for the variable costs of (i) janitorial services, and (ii) electricity, water and wastewater services for the Building are lower than what it would have paid had be incurred for such items if at least 185,054 rentable square feet of the Project been fully Building were occupied. This Equitable Adjustment , then at Landlord’s election appropriate adjustments using reasonable cost projections based on industry standards (calculated in a manner which is consistent with the methodology put forth in this Lease) shall apply only be made to increase Operating Costs which vary with occupancy rates for such calendar year for the variable costs incurred for janitorial services, and therefore increase electricity, water and wastewater services as occupancy specified above as though Landlord had furnished janitorial services, and electricity, water and wastewater services to -185,054 rentable square feet of the Project increases (such Building. Notwithstanding Landlord’s right to adjust the four expenses as janitorial services provided above or anything contained in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance this Lease to the contrary, in no event will Landlord xxxx tenants of the Building as a whole, insurance, or other items that do not vary with occupancy. Landlord may incorporate collect from tenants of the Equitable Adjustment in its estimates of Operating Costs provided that it includes a reasonably detailed explanation of how the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment to recover Building more than 100% of its out the actual amount incurred by Landlord for any calendar year for each item specified above. In the event an adjustment (increase(s)) is made pursuant to the terms stated above, Landlord shall provide Tenant with written notice specifying in reasonable detail the adjustment which was made (including the specifics of pocket coststhe calculation) at the same time Landlord provides Tenant the Operating Cost Report specified in Section 2(D)2 of this Lease. For the purposes of this paragraph, Landlord and Tenant agree the average amount of the Rentable Square Feet of the Building leased shall be determined by the total amount of Rentable Square Feet specified in all of the leases in the Building for which the commencement date of each lease term has begun for each such calendar year during the Term of the Lease. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant other than Tenant who has undertaken to perform such service itself, Operating Costs shall be increased by the amount which Landlord would have incurred if it had furnished the service to such tenant based on the cost to provide the particular service to other tenants in the Building. Landlord may elect to segregate Operating Costs into two or more subcategories. For example, Landlord may segregate electrical costs and/or other utility costs from other Operating Costs. If Landlord elects to make that segregation, Tenant’s Proportionate Share of Operating Costs shall be determined separately for each such subcategory by making separate calculations of each subcategory of Operating Costs. In the event Landlord reasonably determines from time to time that measurably different amounts or types of services, work or benefits associated with Operating Costs are being provided to or conferred upon such class or group of tenants, Landlord may (and, in connection with any written request by Tenant for Landlord to so create Costs Pools which request results in Landlord making such determination, Landlord shall) equitably allocate some or all of the Operating Costs for the Project among different portions or occupants of the Project (the “Cost Pools”). Such Cost Pools may include, but shall not be limited to, the office space tenants of the Building and any retail space tenants of the Building. The Operating Costs within each such Cost Pool shall be allocated and charged to the tenants and/or owners within such Cost Pool in a reasonable manner (if not provided for pursuant to separate agreement). Operating Costs for 2015 are currently projected to be $13.90 per RSF.

Included Operating Costs. “Operating Costs” " means any expenses, costs and disbursements of any kind other than Taxes and other items excluded belowincluding Taxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Operating Costs shall also include amortization over their useful life of the costs of any capital improvements improvements, which have a reasonable expectation of reducing given all other things being equal are intended to reduce Operating Costs, improving safety or enhancing the Project, Costs and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after the Commencement Date (collectively, “"Included Capital Items”items"). Neither ; provided, that the costs of any Included Capital Items nor Operating Costs Item shall include any structural additions, modifications to increase rentable area or other capital improvements that enhance be amortized by Landlord over the Project unless Tenant has approved the expenditures estimated useful life of such item in accordance with GAAP and their inclusion such amortized costs are only included in Operating Costs in advancefor that portion of the useful life of the Included Capital Item which falls within the Term. If the Project is not fully occupied during any portion of any fiscal year, Landlord may reallocate adjust (an “"Equitable Adjustment”") certain types of Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancyincreases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant other than Tenant who has undertaken to perform such service itself, Operating Costs provided that shall be increased by the amount which Landlord would have incurred if it includes a reasonably detailed explanation of how had furnished the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment service to recover more than 100% of its out of pocket costssuch tenant.

Included Operating Costs. “Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes and other items excluded belowkind, paid or incurred by Landlord in connection with the managementmanagement (including any management fee, which shall not exceed four and one-half percent (4 1/2%) of Rent (net of the management fee) for such year), maintenance, operation, insurance, repair repair, replacement and other related activities in connection with any part of the Building or the Project that are properly allocable to the Building and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Operating Costs shall also include amortization over their useful life of Taxes and the costs of any capital improvements which have a reasonable expectation of reducing reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable after the execution of this Lease and from time to time after the Commencement Date thereafter (collectively, “Included Capital Items”); provided, that the costs of any Included Capital Item shall be amortized by Landlord, together with an amount equal to interest at eight percent (8%) per annum, over the estimated useful life of such item and such amortized costs are only included in Operating Costs for that portion of the useful life of the Included Capital Item which falls within the Term. Neither With respect to Included Capital Items nor which reduce Operating Costs, the amortized costs thereof included in Operating Costs shall include any structural additions, modifications to increase rentable area or other capital improvements that enhance not exceed the Project unless Tenant has approved the expenditures and their inclusion in Operating Costs in advancetotal amount of actual savings. If the Project Building is not fully occupied leased during any portion of any fiscal yearFiscal Year, Landlord may reallocate shall adjust (an “Equitable Adjustment”) certain types of actual Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project Building been fully occupiedleased. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy leasing of the Project increases (such as janitorial services in the areas occupied by tenants)Building increases. The In addition to applying an Equitable Adjustment shall not apply to TaxesOperating Costs actually incurred by Landlord during a Fiscal Year, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancy. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant other than Tenant who has undertaken to perform such service itself, Operating Costs provided that it includes a reasonably detailed explanation shall be increased by the amount which Landlord is not incurring due to such tenant providing such service. If Tenant elects to perform any such service itself, at its cost, Operating Costs shall not include the cost of how the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment to recover more than 100% of its out of pocket costssuch service.

Included Operating Costs. “Operating Costs” " means any expenses, costs and disbursements of any kind other than Taxes and other items excluded below(including Taxes), paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Operating Costs shall also include amortization over their useful life "Included Capital Items", consisting of (a) the costs of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after time, provided that the Commencement Date costs of any such item shall be amortized by Landlord, together with an amount equal to interest at ten percent (collectively10%) per annum, “Included Capital Items”). Neither Included Capital Items nor Operating Costs shall include any structural additions, modifications to increase rentable area or other capital improvements that enhance over the Project unless Tenant has approved the expenditures estimated useful life of such item and their inclusion such amortized amounts are only included in Operating Costs for that portion of the useful life of the item which falls within the Term; and (b) amortized reasonable reserves for replacements of capital items, based on the useful life of the capital replacement, or amortization of expenses incurred for such capital replacements with interest at ten per cent (10%) per annum, over the estimated useful life thereof and such amortized amounts are only included in advanceOperating Costs for that portion of the useful life of the item that falls within the Term, or a combination of amortized reserves and amortized expenses, provided both are not charged for the same time period for the same item. Further, if Landlord or any affiliate of Landlord is the manager of the Project, management fees will not exceed three per cent (3%) of gross rents including Base Rent or Minimum Rent and expense reimbursements. Operating Costs will include all payments made to the Papago Arroyo Property Ownexx Xxxociation or otherwise required. under the Declaration of Reciprocal Easements and Maintenance Covenant, or under the Declaration of Covenants, Conditions and Restrictions for Papago Park Center. If the Project is not fully occupied during any portion of any fiscal yearFiscal Year, Landlord may reallocate adjust (an “"Equitable Adjustment”") certain types of Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancyincreases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. The increase in "Controllable Operating Costs" for any year from the prior year will be limited to six per cent (6%). For this purpose, "Controllable Operating Costs" shall include only those items over which Landlord or the property manager has discretion or control. For example, but without limitation, taxes, assessments, utilities and insurance premiums are not Controllable Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant other than Tenant who has undertaken to perform such service itself, Operating Costs provided that shall be increased by the amount which Landlord would have incurred if it includes a reasonably detailed explanation of how had furnished the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment service to recover more than 100% of its out of pocket costssuch tenant.

Included Operating Costs. “Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes and other items excluded belowTaxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project (including, without limitation, all costs, charges, and expenses incurred by Landlord in connection with any change in the Electric Service Provider or Alternate Service Provider (as defined in Section 30A) then providing electrical services, and the maintenance, repair, installation and service costs associated therewith) and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Operating Costs shall also include amortization over their useful life of the costs cost of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after the Commencement Date (collectively, the “Included Capital Items”). Neither ; provided, that the costs of any Included Capital Items nor Operating Costs Item shall include any structural additionsbe amortized by Landlord, modifications together with an amount equal to increase rentable area or other capital improvements that enhance interest at ten percent (10%) per annum, over the Project unless Tenant has approved the expenditures estimated useful life of such item and their inclusion such amortized costs will be included in Operating Costs in advancefor that portion of the useful life of the Included Capital Item which falls within the Term. If the Project is not fully occupied during any portion of any fiscal year, Landlord may reallocate adjust (an “Equitable Adjustment”) certain types of Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancyincreases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant other than Tenant who has undertaken to perform such service itself, Operating Costs provided that shall be increased by the amount which Landlord would have incurred if it includes a reasonably detailed explanation of how had furnished the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment service to recover more than 100% of its out of pocket costssuch tenant.

Included Operating Costs. “Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes and other items excluded belowTaxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Operating Costs shall also include amortization over their useful life of the costs of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect from time to time after the Commencement Date (collectively, “Included Capital Items”). Neither ; provided, that the costs of any Included Capital Items nor Operating Costs Item shall include any structural additionsbe amortized by Landlord, modifications together with an amount equal to increase rentable area or other capital improvements that enhance interest at eight percent (8%) per annum, over the Project unless Tenant has approved the expenditures estimated useful life of such item and their inclusion such amortized costs are only included in Operating Costs in advancefor that portion of the useful life of the Included Capital Item which falls within the Term. If the Project is not fully 95% occupied during any portion of any fiscal year, Landlord may reallocate shall adjust (an “Equitable Adjustment”) certain types of Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project been fully 95% occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancyincreases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish a particular service to any other tenant of the Project in any fiscal year, the cost of which would have constituted Operating Costs provided that if provided, then Operating Costs shall be increased for such fiscal year by the amount which Landlord would have incurred if it includes a reasonably detailed explanation of how had furnished the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment service to recover more than 100% of its out of pocket costssuch tenant.

Included Operating Costs. “Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes and other items excluded belowTaxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Operating Costs shall also include amortization over their useful life all costs and expenses incurred by Landlord in managing, operating, maintaining, servicing, insuring and repairing the Parking Garage (“Parking Garage Operating Costs”). Tenant’s Proportionate Share of Parking Garage Operating Costs has been determined as follows: (i) Tenant will have the ability to park 585 total automobiles within the Project (which equals a parking ratio of approximately 4.5 automobiles parked per 1,000 rentable square feet contained in the Premises); (ii) of such 585 automobiles parked, 277 will be permitted to park on the surface parking spaces located on the Project, leaving 308 automobiles which may be parked in the Parking Garage; (iii) the Parking Garage contains 602 total parking spaces; and (iv) Tenant’s Proportionate Share thereof will equal 308 divided by 602 and then multiplied by 100, which equals 51.16% (rounded down to the nearest one-one hundredths of a percent). Operating Costs and Parking Garage Operating Costs may be collectively referred to herein as the “Operating Costs.” Operating Costs shall also include the costs of any repairs to capital improvements which have a reasonable expectation items, and any capital expenditures incurred for the sole purpose of (i) reducing Operating CostsCosts (but only to the extent of any actual savings realized by Tenant on a cash basis), improving safety or enhancing the Project(ii) complying with any rules, and those made to keep the Project in compliance with regulations or other Governmental Requirements (as that take effect from time term is defined in Section 6.1) which are enacted subsequent to time after the Commencement Date (collectively, “Included Capital Items”). Neither ; provided, that the costs of any Included Capital Items nor Operating Costs Item shall include any structural additionsbe amortized by Landlord, modifications together with an amount equal to increase rentable area or other capital improvements that enhance interest at ten percent (10%) per annum, over the Project unless Tenant has approved the expenditures estimated useful life of such item and their inclusion such amortized costs are only included in Operating Costs for that portion of the useful life of the Included Capital Item which falls within the Term. Notwithstanding the foregoing, Landlord’s determination of Base Operating Costs will be based upon the scope of Building Services to be provided by Landlord during standard office building operating hours (which for purposes of this Lease shall be deemed to be Mondays through Fridays from 7:00 a.m. to 6:00 p.m. and Saturdays from 8:00 a.m. to 1:00 p.m.), including but not limited to heating and air conditioning, which are provided by or which are fairly and fully representative of services provided by landlords of comparable suburban office buildings in advancethe Southeast suburban Denver metropolitan area. If the Project is not fully occupied during any portion of any fiscal yearFiscal Year or if Landlord assumes responsibility for providing an additional service which was previously furnished by Tenant, Landlord may reallocate adjust (an “Equitable Adjustment”) certain types of Operating Costs so that Tenant pays for such Fiscal Year to equal what it would have paid been incurred by Landlord had the Project been fully occupiedoccupied or to reflect any additional services provided by Landlord; provided, however, if Landlord makes such an Equitable Adjustment, and if during the Base Year the Project is not fully occupied or such additional service was provided by Tenant and not by Landlord, then Landlord shall make this same adjustment with respect to the Base Year hereunder. Similarly, if Tenant assumes responsibility for providing an additional service which was previously furnished by Landlord, Landlord shall make an Equitable Adjustment by deducting the cost of such service from the Base Operating Costs. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates (i) are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insuranceincreases, or other items that do not vary with occupancy(ii) may be furnished by Landlord or Tenant. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs provided that it includes at the end of a reasonably detailed explanation of how the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment to recover more than 100% of its out of pocket costsFiscal Year.

Included Operating Costs. “Operating Costs” " means any ------------------------ ---------------- expenses, costs and disbursements of any kind other than Taxes and other items excluded belowTaxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insuranceinsurance (including the related deductibles), repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this LeaseLease and a management fee in an amount equal to two percent (2%) of Base Rent. Operating Costs shall also include amortization over their useful life of the costs of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after or to replace existing capital improvements, facilities and equipment within the Commencement Date Building or the common areas of the Project, such as the roof membrane and resurfacing of the parking areas, such as the roof membrane, parking and landscape areas and the utility pipes, conduits and lines which run from the street to each Building and between each of the Buildings (to the extent Landlord is responsible for the replacement or repair of such items hereunder) (collectively, “"Included Capital Items”"). Neither ; provided, that the costs of ---------------------- any Included Capital Items nor Item shall be amortized by Landlord, together with an amount equal to interest at ten percent (10%) per annum, over the estimated useful life of such item and such amortized costs are only included in Operating Costs for that portion of the useful life of the Included Capital Item which falls within the Term, unless the cost of the Included Capital Item is less than Ten Thousand Dollars ($10,000) in which case it shall be expensed in the year in which it was incurred. If the Project contains more than one building, then Operating Costs shall include any structural additions(i) all Operating Costs fairly allocable to the Building, modifications to increase and (ii) a proportionate share (based on the gross rentable area or other capital improvements that enhance of the Building as a percentage of the gross rentable area of all of the Buildings in the Project) of all Operating Costs which relate to the Project unless Tenant has approved in general and are not fairly allocable to any one building in the expenditures and their inclusion in Operating Costs in advanceProject. If the Project is not fully occupied during any portion of any fiscal yearFiscal Year (as defined in Section 2.C(6) below), Landlord may reallocate adjust (an “"Equitable --------- Adjustment”") certain types of Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord ---------- had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancyincreases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a Tenant other than Tenant who has undertaken to perform such service itself, Operating Costs provided that shall be increased by the amount which Landlord would have incurred if it includes a reasonably detailed explanation of how had furnished the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment service to recover more than 100% of its out of pocket costssuch Tenant.

Included Operating Costs. “Operating Costs” " means any reasonable expenses, costs and disbursements of any kind other than Taxes and other items excluded below(including Taxes, as hereinafter defined), paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Landlord may reasonably adjust the types, frequency and manner of delivery of various services during the Lease Term to reflect services being provided to similar class buildings in the Phoenix Metropolitan Area, and all costs therefor shall be included in Operating Costs. Operating Costs shall also include amortization over their useful life "Included Capital Items", consisting of (a) the costs of any capital improvements which have a reasonable expectation of reducing are reasonably anticipated to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable to the Building which are first enacted or first become effective from time to time and after the Commencement Date Date, provided that the costs of such item shall be amortized by Landlord, together with an amount equal to interest at ten percent (collectively10%) per annum, “Included Capital Items”). Neither Included Capital Items nor Operating Costs shall include any structural additions, modifications to increase rentable area or other capital improvements that enhance over the Project unless Tenant has approved the expenditures estimated useful life of such item and their inclusion such amortized amounts are only included in Operating Costs for that portion of the useful life of the item which falls within the Term; and (b) amortized reasonable reserves for replacements of capital items, based on the useful life of the capital replacement, or amortization of expenses incurred for such capital replacements with interest at ten percent (10%) per annum over the estimated useful life thereof, and such amortized amounts are only included in advanceOperating Costs for that portion of the useful life of the item that falls within the Term, or a combination of amortized reserves and amortized expenses, provided both are not charged for the same time period for the same item. Further, if Landlord or any affiliate of Landlord is the manager of the Project, management fees will not exceed three percent (3%) of gross rents, including Base Rent or Minimum Rent and expense reimbursements, attributable to the Building Operating Costs will include all payments made to the Papago Xxxxxx Owners Association or otherwise required under the Declaration of Reciprocal Easements and Maintenance Agreement (the "REA"), or under the Declaration of Covenants, Conditions and Restrictions for Papago Park Center (the "Declaration'"), to the extent arising in connection with the Project, or in connection with the Center (to the extent not separately allocable to another building or property located within the Center). Landlord shall provide Tenant with copies of the REA and the Declaration, together with copies of any and all amendments and modifications thereto (if any), promptly following the full execution and delivery of this Lease by each of Landlord and Tenant. If the Project is not fully occupied during any portion of any fiscal yearFiscal Year, Landlord may reallocate adjust (an “"Equitable Adjustment”") certain types of Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancyincreases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs Costs; provided that it includes a reasonably detailed explanation in no event shall Landlord collect and retain from tenants of how the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment to recover Project more than one hundred percent (100% %) of its out of pocket coststhe actual Operating Costs attributable to the Project in any Fiscal Year. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant other than Tenant who has undertaken to perform such service itself, Operating Costs shall be increased by the amount which Landlord would have incurred if it had furnished the service to such tenant (which increase shall be reasonable and consistently applied by Landlord).

Included Operating Costs. “Landlord Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes and other items excluded belowTaxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under the Master Lease and a reasonable management fee. “Sublandlord Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes, paid or incurred by Sublandlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Building and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services required to be furnished by Sublandlord under this LeaseSublease and a reasonable management fee. “Operating Costs” shall mean “Landlord Operating Costs” or “Sublandlord Operating Costs”, as the case may be. Operating Costs shall also include amortization over their useful life of the costs of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project or the Building in compliance with Governmental Requirements that take effect from time to time governmental requirements promulgated after the Commencement Date Effective Date, or to replace existing capital improvements, facilities and equipment within the Building or the Project Common Areas, such as the resurfacing of the parking areas (collectively, “Included Capital Items”). Neither ; provided, that the costs of any Included Capital Items nor Item shall be amortized by Landlord or Sublandlord, as the case may be, together with an amount equal to interest at ten percent (10%) per annum, over the estimated useful life of such item and only amortized costs are included in Operating Costs, unless the cost of the Included Capital Item is less than Ten Thousand Dollars ($10,000) in which case it shall be expensed in the year in which it was incurred. The term Landlord Operating Costs shall include any structural additions(i) all Operating Costs fairly allocable to the Building, modifications including all Operating Costs paid with respect to increase the maintenance, repair, replacement and use of the Building, and (ii) a proportionate share (based on the gross rentable area or other capital improvements that enhance of the Building as a percentage of the gross rentable area of all of the Buildings in the Project) of all Landlord Operating Costs which relate to the Project unless Tenant has approved in general and are not fairly allocable to any one Building in the expenditures and their inclusion in Project. The term Sublandlord Operating Costs shall include (i) all Operating Costs fairly allocable to the Premises, including all Operating Costs paid with respect to the maintenance, repair, replacement and use of the Premises, and (ii) a proportionate share (based on the gross rentable area of the Premises as a percentage of the gross rentable area of the Building) of all Sublandlord Operating Costs which relate to the Building in advancegeneral and are not fairly allocable to any one premises in the Building. If the Project is not fully occupied during any portion of any fiscal year, Landlord may reallocate adjust (an “Equitable Adjustment”) certain types of Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancyincreases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted a Landlord Operating Cost to a tenant other than Subtenant who has undertaken to perform such service itself, Landlord Operating Costs provided that shall be increased by the amount which Landlord would have incurred if it includes a reasonably detailed explanation of how had furnished the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment service to recover more than 100% of its out of pocket costssuch tenant.

Included Operating Costs. “Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes and other items excluded below(including Taxes), paid or incurred by Landlord in connection with the management, maintenance, operation, insurance, repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease. Landlord may adjust the types, frequency and manner of delivery of various services during the Lease Term to reflect services being provided to similar buildings in the Phoenix Metropolitan Area, and all costs therefor shall be included in Operating Costs. Operating Costs shall also include amortization over their useful life “Included Capital Items”, consisting of (a) the costs of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after time, provided that the Commencement Date costs of such item shall be amortized by Landlord, together with an amount equal to interest at ten percent (collectively10%) per annum, “Included Capital Items”). Neither Included Capital Items nor Operating Costs shall include any structural additions, modifications to increase rentable area or other capital improvements that enhance over the Project unless Tenant has approved the expenditures estimated useful life of such item and their inclusion such amortized amounts are only included in Operating Costs for that portion of the useful life of the item which falls within the Term; and (b) amortized reasonable reserves for replacements of capital items, based on the useful life of the capital replacement, or amortization of expenses incurred for such capital replacements with interest at ten per cent (10%) per annum, over the estimated useful life thereof and such amortized amounts are only included in advanceOperating Costs for that portion of the useful life of the item that falls within the Term, or a combination of amortized reserves and amortized expenses, provided both are not charged for the same time period for the same item. If Further, if Landlord or any affiliate of Landlord is the manager of the Project, management fees will not exceed three per cent (3%) of gross rents including Base Rent or Minimum Rent and expense reimbursements. Operating Costs will include all payments made to the Papago Hills Owners Association or otherwise required under the Declaration of Reciprocal Easements and Maintenance Agreement, or under the Declaration of Covenants, Conditions and Restrictions for Papago Park Center. In order to allocate variable Operating Costs (i.e. those items that vary based on occupancy levels, such as janitorial and utility costs) among those parties who are leasing space when the Project is not fully at least 95% occupied during any all or a portion of any fiscal calendar year, Landlord may reallocate (an “Equitable Adjustment”) certain types reasonably determine the amount of such variable Operating Costs so that Tenant pays what it would have been paid had the Project been fully at least 95% occupied, and the amount so determined shall be deemed to have been the amount of variable Operating Costs for such year (rather than adjusting Tenant’s Proportionate Share by subtracting vacant space from the denominator). This Equitable Adjustment If Landlord does so in computing Operating Costs for any subsequent year, Landlord shall apply only make a similar adjustment to Operating Costs which vary with occupancy rates and therefore increase as occupancy for the Base Year in such computation. Similarly, if Landlord is not furnishing any particular utility or service to a tenant during any period (the cost of which, if performed by Landlord, would be included in Operating Costs), Landlord may for such period: (i) exclude the rentable area of such tenant from the rentable area of the Project increases (such as janitorial services in computing Tenant’s Proportionate Share of the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancy. Landlord may incorporate the Equitable Adjustment in its estimates component of Operating Costs provided for such utility or service, or (ii) adjust Operating Costs to reflect the additional amount that it includes a would reasonably detailed explanation of how the Equitable Adjustment was calculated. have been incurred had Landlord may not use the Equitable Adjustment furnished such utility or service to recover more such tenant (rather than 100% of its out of pocket costsadjusting Tenant’s Proportionate Share).

Included Operating Costs. “Operating Costs” means any the following (except to the extent they are Excluded Operating Costs) expenses, costs and disbursements of any kind other than Taxes and other items excluded belowkind, paid or incurred by Landlord in connection with the managementmanagement of the Building (including any market management fee rates, not to exceed 4% of Rent) maintenance, operation, insurance, repair repair, replacement, safety maintenance, and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this Lease, and including any costs related to maintaining and managing the Building with green building standards (e.g., costs related to maintaining and managing LEED certification). Operating Costs shall also include amortization over their useful life of Taxes and the costs of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety or enhancing the Project, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after the Commencement Date (collectively, “Included Capital Items”). Neither ; provided, that the costs of any Included Capital Items nor Operating Costs Item shall include any structural additionsbe amortized by Landlord, modifications together with an amount equal to increase rentable area the per annum interest rate publicly announced by a federally insured bank selected by Landlord in which the Building is located as such bank’s prime or other capital improvements that enhance base rate, over the Project unless Tenant has approved the expenditures estimated useful life of such item and their inclusion such amortized costs are only included in Operating Costs in advancefor that portion of the useful life of the Included Capital Item which falls within the Term. If the Project is not fully at least 95% occupied during any portion of any fiscal yearFiscal Year, Landlord may reallocate adjust (an “Equitable Adjustment”) certain types of Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project been fully {W1007584.6} 6 3641172.v9 at least 95% occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates are variable and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants)increases. The In addition to applying an Equitable Adjustment shall not apply to TaxesOperating Costs actually incurred by Landlord during a Fiscal Year, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancy. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. Operating Costs provided that it includes a reasonably detailed explanation shall include expenditures by Landlord to reimburse tenants for the reasonable cost of how performing maintenance or repair work which is the Equitable Adjustment was calculatedresponsibility of Landlord to perform but which such tenant has undertaken to perform itself. Landlord may elect to segregate Operating Costs into two or more subcategories. For example, Landlord may segregate electrical costs and/or other utility costs from other Operating Costs. If Landlord elects to make that segregation, Tenant's Proportionate Share of Operating Costs shall be determined separately for each such subcategory by making separate calculations of each subcategory of Operating Costs. In the event Landlord reasonably determines from time to time that measurably different amounts or types of services, work or benefits associated with Operating Costs are being provided to or conferred upon such class or group of tenants, Landlord may (and, in connection with any written request by Tenant for Landlord to so create Costs Pools which request results in Landlord making such determination, Landlord shall) equitably allocate some or all of the Operating Costs for the Project among different portions or occupants of the Project (the "Cost Pools"). Such Cost Pools may include, but shall not use be limited to, the Equitable Adjustment office space tenants of the Building and any retail space tenants of the Building. The Operating Costs within each such Cost Pool shall be allocated and charged to recover more than 100% of its out of pocket coststhe tenants and/or owners within such Cost Pool in a reasonable manner (if not provided for pursuant to separate agreement), but in any event in a fair and equitable manner.

Included Operating Costs. “Operating Costs” " means any ------------------------ --------------- expenses, costs and disbursements of any kind other than Taxes and other items excluded belowTaxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insuranceinsurance (including the related deductibles, provided that, at Tenant's option, any deductibles relating to property damage shall be amortized as an Included Capital Item in the manner described below), repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this LeaseLease and a reasonable management fee equal to three percent (3%). Operating Costs shall also include amortization over their useful life of the costs of any capital improvements which have a reasonable expectation of reducing are reasonably intended to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after or to replace existing capital improvements, facilities and equipment within the Commencement Date Building or the common areas of the Project, such as the roof membrane, parking and landscape areas (collectively, “"Included Capital Items”"). Neither ; ---------------------- provided, that the costs of any Included Capital Items nor Item shall be amortized by Landlord, together with an amount equal to interest at ten percent (10%) per annum, over the estimated useful life of such item and such amortized costs are only included in Operating Costs for that portion of the useful life of the Included Capital Item which falls within the Term, unless the cost of the Included Capital Item is less than Ten Thousand Dollars ($10,000) in which case it shall be expensed in the year in which it was incurred. If the Project contains more than one building, then Operating Costs shall include any structural additions(i) all Operating Costs fairly allocable to the Building, modifications to increase and (ii) a proportionate share (based on the gross rentable area or other capital improvements that enhance the Project unless Tenant has approved the expenditures and their inclusion in Operating Costs in advance. If the Project is not fully occupied during any portion of any fiscal year, Landlord may reallocate (an “Equitable Adjustment”) certain types of Operating Costs so that Tenant pays what it would have paid had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancy. Landlord may incorporate percentage of the Equitable Adjustment gross rentable area of all of the Buildings in its estimates the Project) of all Operating Costs provided that it includes a reasonably detailed explanation of how which relate to the Equitable Adjustment was calculated. Landlord may Project in general and are not use fairly allocable to any one building in the Equitable Adjustment to recover more than 100% of its out of pocket costsProject.

Included Operating Costs. “Operating Costs” " means any expenses, costs and disbursements of any kind other than Taxes and other items excluded belowTaxes, paid or incurred by Landlord in connection with the management, maintenance, operation, insuranceinsurance (including the related deductibles), repair and other related activities in connection with any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services and utilities required to be furnished by Landlord under this LeaseLease and a management fee equal to five (5%) percent of all Gross Rental derived from the Building ("Gross Rental" shall mean Base Rent and any Additional Rent payable by tenants). Operating Costs shall also include amortization over their useful life of the costs of any capital improvements which have a reasonable expectation of reducing are intended to reduce Operating Costs, improving safety Costs or enhancing the Projectimprove safety, and those made to keep the Project in compliance with Governmental Requirements that take effect governmental requirements applicable from time to time after or to replace existing capital improvements, facilities and equipment within the Commencement Date Building or the common areas of the Project, such as the roof membrane, the roof, structural elements of the Building, and resurfacing of the parking areas (collectively, “"Included Capital Items”"). Neither ; provided, that the costs of any Included Capital Items nor Item shall be amortized by Landlord, together with an amount equal to interest at ten (10%) percent per annum, over the estimated useful life of such item and such amortized costs are only included in Operating Costs for that portion of the useful life of the Included Capital Item which falls within the Term, unless the cost of the Included Capital Item is less than Ten Thousand ($10,000) Dollars in which case it shall be expensed in the year in which it was incurred. Operating Costs shall not include Property Taxes, depreciation on the Building other than depreciation on exterior window coverings provided by Landlord and carpeting in public corridors and common areas and the personal property referred to above; costs of tenants' improvements in excess of tenant standard; real estate brokers' commissions, attorneys' fees and expenses incurred in connection with negotiations or disputes with Building tenants or prospective Building tenants and any structural additionsexpense to the extent Landlord receives direct reimbursement by tenants, modifications insurers or other third parties. Notwithstanding anything to increase the contrary contained in this Section 2.C.(1), Operating Costs shall only include (i) Operating Costs fairly allocable to the Building, and (ii) a proportionate share (based on the gross rentable area or other capital improvements that enhance of the Building as a percentage of the gross rentable area of all of the buildings in the Project) of all Operating Costs which relate to the Project unless Tenant has approved in general and are not fairly allocable to any one building in the expenditures and their inclusion in Operating Costs in advanceProject. If the Project is not fully occupied during any portion of any fiscal yearLease Year, Landlord may reallocate (an “Equitable Adjustment”) certain types of adjust Operating Costs so that Tenant pays to equal what it would have paid been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which vary with occupancy rates and therefore increase as occupancy of the Project increases (such as janitorial services in the areas occupied by tenants). The Equitable Adjustment shall not apply to Taxes, repairs or Maintenance to the Building as a whole, insurance, or other items that do not vary with occupancy. Landlord may incorporate the Equitable Adjustment such adjustments in its estimates of Operating Costs provided that it includes a reasonably detailed explanation of how the Equitable Adjustment was calculated. Landlord may not use the Equitable Adjustment to recover more than 100% of its out of pocket costsCosts.