Common use of Operating Costs Defined Clause in Contracts

Operating Costs Defined. The term “Operating Costs” means all costs, expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project and performing Landlord’s obligations under this Lease, in each case, 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 general manager engaged in the operation, maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of general manager who perform a portion of their services in connection with the operation, maintenance or security of the Project including accounting personnel), including taxes, insurance and benefits relating thereto; (b) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the Project; (c) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating 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 capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority, or any amendment to or any interpretation hereafter rendered with respect to any existing Law that have the effect of changing the legal requirements applicable to the Project from those currently in effect, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (d) cost of all utilities, except Electrical Costs and the cost of any utilities directly reimbursable to Landlord by the Project’s tenants other than pursuant to a provision similar to this Section 4.2.2; (e) insurance expenses, including the cost of any commercially reasonable deductibles; (f) repairs, replacements, and general maintenance of the Project; (g) fair market rental and other costs with respect to the management office for the Project; and (h) service, maintenance and management contracts and fees (payable to Landlord, Landlord’s affiliate or a third-party management company; provided that any costs paid to Landlord or Landlord’s affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparable quality rendered by persons or entities of similar skill, competence and experience) for the operation, maintenance, management, repair, replacement, or security of the Project (including alarm service, window cleaning, janitorial, security, landscape maintenance and elevator

Operating Costs Defined. The term “Operating Costs” means shall mean all costs, expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, servicing, managing, maintenance and maintenance repair of the Project Project, the Building, and performing Landlord’s obligations under this Lease, in each case, all parking areas and all related Common Areas (as well as the reasonable allocation by Landlord of any expenses incurred and related to facilities and Common Areas located on other portions of the Complex but serving the Project) 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 general property manager and below engaged in the management, operation, maintenance maintenance, repair or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of general manager who perform a portion of their services Services in connection with the operation, maintenance or security of the Project including accounting personnelProject), including taxes, insurance and benefits relating thereto; (b) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the Project; (c) the Building’s share (as reasonably determined by Landlord) of the costs incurred in connection with the Biltmore Financial Center Association created under the Declaration, the costs incurred under the Declaration for operation, maintenance and use of the parking areas and all related Common Areas servicing the Project and the Complex, and any other costs incurred on a Complex-wide basis benefiting the Project; (d) costs for improvements made to the Project which, although capital Capital in nature, are (i) expected to reduce the normal operating 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 hereafter promulgated by any governmental authority, or any amendment to authority or any interpretation hereafter rendered with respect to any existing Law that have Law, as amortized using a commercially reasonable interest rate over the effect useful economic life of changing such improvements as determined by Landlord in its reasonable discretion, as well as (iii) capital improvements made to improve the legal requirements applicable to environmental impact, health, safety and welfare of the Project from those currently in effectBuilding 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; (de) cost of all utilities, except Electrical Costs and the cost of any utilities directly reimbursable to Landlord by the Project’s tenants other than pursuant to a provision similar to this Section 4.2.2; (e) insurance expenses, including the cost of any commercially reasonable deductibles; (f) repairs, replacements, and general maintenance of the ProjectProject although capital items are subject to the limits set forth in Section d(i)-(iii) above; (g) management fees not to exceed five percent (5%) of gross charges (or a charge equal to fair market management fees if Landlord provides its own management services) and the fair market rental and other costs with respect to the one on-site management office for the Projectoffice; and (h) serviceService, maintenance and management contracts and fees (payable to Landlord, Landlord’s affiliate or a third-party management company; provided that any costs paid to Landlord or Landlord’s affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparable quality rendered by persons or entities of similar skill, competence and experience) with independent contractors for the operation, maintenance, management, repair, replacement, or security of the Project although capital items are subject to the limits set forth in Section d(i)-(iii) above; and (i) the Building’s share (as reasonably determined by Landlord) of those expenses and costs incurred in connection with the facilities and Common Areas serving the entire Complex and benefitting the Project, including alarm servicecosts in connection with landscaping, window cleaning, janitorialutility and road repairs, security, landscape signage installation, replacement and repair, and the operation of the parking garage although capital items are subject to the limits set forth in Section d(i)-(iii) above. Operating 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 for services, other than those that benefit the Project tenants (e.g., tax disputes); (6) renovating or otherwise improving leased premises of the Project or vacant space in the Project; (7) Taxes and elevatorInsurance which are paid separately pursuant to Sections 3 and 4 below; (8) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project; (9) the cost of any work or service performed for any tenant of the (other than Tenant) that are not available to Tenant; (10) rent under any ground lease; (11) legal fees, space planner fees, architectural fees, real estate commissions, marketing, advertising or any other expenses incurred with regard to leasing portions of the Project and not the general operation thereof; (12) overhead or profit paid to affiliates of Landlord for services rendered to the Project, but only to the extent that the charges for such services exceed the fair market value charges for similar Services paid or payable in any office building in the vicinity of the Project which is comparable in age and class to the Project and not owned, operated or managed by Landlord or an affiliate of Landlord; (13) salaries, wages and other compensation paid to officers or directors of Landlord above the grade of property manager; (14) charges for utilities for which Landlord is entitled to reimbursement from any tenant; and (15) costs of capital expenditures (such as replacements and improvements) under generally accepted accounting principles, except as expressly provided above.

Operating Costs Defined. The term “Operating Costs” means all costs, expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project and performing Landlord’s obligations under this Lease, in each case, determined in accordance with sound accounting principles consistently applied, including the following costs: (aA) wages and salaries of all on-site employees at or below the grade of general senior building manager engaged in the operation, maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of general senior building manager who perform a portion of their services in connection with the operation, maintenance or security of the Project including accounting personnel), including taxes, insurance and benefits relating thereto; (bB) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the Project; (cC) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating 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 capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority, or any amendment to or any interpretation hereafter rendered with respect to any existing Law that have the effect of changing the legal requirements applicable to the Project from those currently in effect, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (dD) cost of all utilities, except (i) Electrical Costs and (ii) the cost of any other utilities directly reimbursable to Landlord by the Project’s tenants other than pursuant to a provision similar to this Section 4.2.2; (eE) insurance expenses, including the cost of any commercially reasonable deductibles; (fF) repairs, replacements, and general maintenance of the Project; (gG) fair market rental and other costs with respect to the management office for the Project; and (hH) service, maintenance and management contracts and fees (payable to Landlord, Landlord’s affiliate or a third-party management company; provided that any costs paid to Landlord or Landlord’s affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparable quality rendered by persons or entities of similar skill, competence and experience) for the operation, maintenance, management, repair, replacement, or security of the Project (including alarm service, window cleaning, janitorial, security, landscape maintenance and elevatorelevator maintenance). Operating Costs shall not include costs for (i) capital improvements made to the Project, other than capital improvements described in Section 4.2.2(C) and except for items which are generally considered maintenance and repair items, such as painting and wall covering of common areas, replacement of carpet or other floor coverings in elevator lobbies and common areas, and the like; (ii) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (iii) interest, amortization or other payments on loans to Landlord; (iv) depreciation; (v) leasing commissions; (vi) legal expenses for services, other than those that benefit the Project tenants generally (e.g., tax disputes); (vii) renovating or otherwise improving space for occupants of the Project or vacant leasable space in the Project; (viii) Taxes; and (ix) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project.

Operating Costs Defined. The term “Operating Costs” means all costs, expenses expenses, disbursements, and disbursements amounts of every kind and nature (subject to the limitations set forth below) that Landlord incurs pays or accrues in connection with the ownership, management, operation, and maintenance maintenance, security, repair, replacement, renovation, restoration or operation of the Project and Building, the Project, or any portion thereof, or performing Landlord’s obligations under this Lease, in each case, 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 general manager engaged in the operation, maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of general manager who perform a portion of their services in connection with the operation, maintenance or security of the Project including accounting personnel), including taxes, insurance and benefits relating thereto; (b) all supplies supplies, materials and materials computer software licenses used in the operation, maintenance, repair, replacement, and security of the Project; (c) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating costs (including all utility costs) of the Project, as amortized using a commercially reasonable an interest rate equal to the Prime Rate plus two percent (2.00%) per annum 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 capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority, or any amendment to or any interpretation hereafter rendered 2 0000 XXXXXXXX XXXXXXX – XXXXX XXXXXXXX XXXXX, XX 00000 4812-0074-7958.V2 with respect to any existing Law that have the effect of changing the legal requirements applicable to the Project from those currently in effect, as or that relate to the safety or security of the Project, to maintain the Project in good order or condition, in each case amortized using a commercially reasonable an interest rate equal to the Prime Rate plus two percent (2.00%) per annum over the lesser of seven years or the useful economic life of such improvements as determined by Landlord in its reasonable discretion, or to repair, maintain and replace any equipment in the amenities, the cost of which shall be included in Operating Costs the year in which such costs are incurred; (d) cost of all utilities, except Electrical Costs and other than the cost of any metered or submetered utilities directly reimbursable to Landlord paid separately by the Project’s tenants other than pursuant to a provision similar to this Section 4.2.2tenants; (e) insurance expenses, including the cost of any commercially reasonable deductibles; (f) repairs, replacements, and general maintenance of the Project; (g) fair market rental and other costs with respect to the management office office, and any amenities such as any common use fitness facility and/or conference center for the Project; and (h) service, maintenance and management contracts and fees (payable to Landlord, Landlord’s affiliate Affiliate or a third-party management company; provided that any costs paid to Landlord or Landlord’s affiliate Affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparable quality rendered by persons or entities of similar skill, competence and experience) for the operation, maintenance, management, repair, replacement, or security of the Project (including alarm service, window cleaning, janitorial, security, landscape maintenance and elevatorelevator maintenance). The property management fee will be calculated assuming that all leasable space in the Project is leased to tenants paying full fair market value rent, as reasonably determined by Landlord (as contrasted with paying free rent, half rent and the like) without abatement, and will not exceed the greater of (i) five percent (5.00%) of gross revenues for the Project, as reasonably determined by Landlord, or (ii) $5,000.00 per month. Landlord shall have the right to allocate costs among different uses of space in the Project if Landlord reasonably determines the costs for operating, maintaining and repairing such different spaces differ from other spaces within the Project. If the Building is part of a multi-building complex (a “related complex”), Taxes and Operating Costs for the related complex may be prorated among the Building and the other buildings at the related complex, as reasonably determined by Landlord. Operating Costs shall not include costs for (1) capital improvements made to the Project, other than capital improvements described in Section 4.2.2(c) and except for items which are generally considered maintenance and repair items, such as painting and wall covering of common areas, replacement of carpet or other floor coverings in elevator lobbies and common areas, and the like; (2) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (3) interest, amortization or other payments on loans to Landlord; (4) depreciation; (5) leasing commissions; (6) legal expenses for services, other than those that benefit the Project tenants generally (e.g., negotiation of vendor contracts); (7) renovating or otherwise improving space for specific occupants of the Project or vacant leasable space in the Project, other than costs for repairs, maintenance and compliance with Laws provided or made available to the Project tenants generally; (8) Taxes; and (9) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project.

Operating Costs Defined. The term “Operating Costs” means all costs, expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project and performing Landlord’s obligations under this Lease, in each case, 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 general senior building manager engaged in the operation, maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of general senior building manager who perform a portion of their services in connection with the operation, maintenance or security of the Project including accounting personnel), including taxes, insurance and benefits relating thereto; (b) all supplies supplies, materials and materials computer software licenses used in the operation, maintenance, repair, replacement, and security of the Project; (c) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating 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 capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority, or any amendment to or any interpretation hereafter rendered with respect to any existing Law that have the effect of changing the legal requirements applicable to the Project from those currently in effect, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (d) cost of all utilities, except Electrical Costs and other than the cost of any metered or submetered utilities directly reimbursable to Landlord paid separately by the Project’s tenants other than pursuant to a provision similar to this Section 4.2.2tenants; (e) insurance expenses, including the cost of any commercially reasonable deductibles; (f) repairs, replacements, and general maintenance of the Project; (g) fair market rental and other costs with respect to the management office for the Project; and (h) service, maintenance and management contracts and fees (payable to Landlord, Landlord’s affiliate or a third-party management company; provided that any costs paid to Landlord or Landlord’s affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparable quality rendered by persons or entities of similar skill, competence and experience) for the operation, maintenance, management, repair, replacement, or security of the Project (including alarm service, window cleaning, janitorial, security, landscape maintenance and elevatorelevator maintenance). Landlord shall have the right to allocate costs among different uses of space in the Project if Landlord reasonably determines the costs for operating, maintaining and repairing such different spaces differ from other spaces within the Project. If the Project is part of a multi-building complex (the “related complex”) Operating Costs may be prorated among the Project and the other buildings of the related complex, as reasonably determined by Landlord. 2 7272 Old Town 0000 Xxxx Xxxxxx Xxxxxx Xxxx Scottsdale, Arizona 85251 In addition to the foregoing Operating Costs, the term “Operating Costs” shall also include all costs incurred for any of the following: (i) all costs of maintaining, managing, reporting, commissioning, and re- commissioning the Building, the Project or any part thereof which is designed, renovated, modified, upgraded and/or built to be sustainable and conform with the U.S. Environmental Protection Agency’s Energy Star ® rating system and/or Design to Earn Energy Star 71 (“Energy Star Rating System”), the Green Building Initiative’s Green Globes™ for Continual Improvement of Existing Buildings (“Green Globes™-CIEB”) standards, the U.S. Green Building Council’s Leadership in Energy and Environmental Design (“LEED”) rating system, or any similar program or rating system of any successor to any of the foregoing entities or of any federal, state or municipal governmental or quasi-governmental authority; (ii) all costs of applying, reporting and commissioning the Building, the Project or any part thereof to seek certification under the Energy Star Rating system, Green Globes™-CIEB, LEED rating system, or other similar rating system; and (iii) all costs of alterations, installations, improvements, replacements, repairs and equipment whether structural or non-structural, ordinary or extraordinary, foreseen or unforeseen, and whether or not required by this Lease incurred (x) in connection with any of the foregoing or (y) to contribute to the slowing of global warming, the lowering of the Building’s or the Project’s carbon footprint or the saving of energy consumed in the Building and/or the Project (whether such saving is of tenant electricity or base Building or Project energy) or (z) to comply with any Legal Requirements which are intended to lower the Building’s or the Project’s carbon footprint or save energy; provided, that if under GAAP, any of the costs referred to in this clause are incurred after the Base Year and required to be capitalized (“Green CapEx”), then such Green CapEx, together with interest thereon at the Prime Rate in effect as of December 31 of the year in which such expenditure is made, shall be amortized or depreciated, as the case may be, over a period of time which shall be the shorter of: (I) the useful life of the item in question, as reasonably determined by Landlord; or (II) 5 years; provided, that with respect to any Green CapEx capital improvement and/or any machinery or equipment which is made or becomes operational, as the case may be, after the Base Year, and which has the effect of reducing the expenses which otherwise would be included in Operating Costs, the amount included in Operating Costs in any year of the Term until such Green CapEx has been fully amortized or depreciated, as the case may be, shall be an amount which is the sum of: (1) the amortization or depreciation, as the case may be, of such Green CapEx, which is included in Operating Costs pursuant to the foregoing provisions in this clause plus (2) the amount of savings, as reasonably estimated by Landlord, resulting from the installation and operation of such capital improvement and/or machinery or equipment. Operating Costs shall not include costs for (1) capital improvements made to the Project, other than capital improvements described in Section 4.2.2(c) and except for items which are generally considered maintenance and repair items, such as painting and wall covering of common areas, replacement of carpet or other floor coverings in elevator lobbies and common areas, and the like; (2) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (3) interest, amortization or other payments on loans to Landlord; (4) depreciation; (5) leasing commissions; (6) legal expenses for services, other than those that benefit the Project tenants generally (e.g., negotiation of vendor contracts); (7) renovating or otherwise improving space for specific occupants of the Project or vacant leasable space in the Project, other than costs for repairs, maintenance and compliance with Laws provided or made available to the Project tenants generally; (8) Taxes; and (9) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project. Operating Costs for the Base Year only shall not include costs incurred due to extraordinary circumstances or other non-recurring charges, including market-wide labor rate increases due to boycotts and strikes; utility rate increases due to extraordinary circumstances or other non-recurring charges, including conservation surcharges, boycotts, embargos or other shortages; insurance deductibles; or amortized costs relating to capital improvements. 3 7272 Old Town 0000 Xxxx Xxxxxx Xxxxxx Xxxx Scottsdale, Arizona 85251

Operating Costs Defined. The term “Operating Costs” means means, without duplication, all actual costs, expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project Property and performing Landlord’s obligations under this Lease, in each case, determined in accordance with sound accounting principles generally accepted property management practices consistent with those of comparable office building projects in the Southwest Submarket of Austin, Texas, consistently applied, including including, without limitation, the following costs: (aA) wages and salaries of all on-site employees at or below the grade of general manager engaged in the operation, maintenance or security of the Project Property (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of general manager who perform a portion of their services in connection with the operation, maintenance or security of the Project Property including accounting personnel), including taxes, insurance and benefits relating theretothereto that shall not materially exceed wages and salaries for employees performing similar functions in the operation, maintenance or security of comparable office building projects in the Southwest Submarket of Austin, Texas; (bB) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the ProjectProperty; (cC) costs for improvements made to the Project Property which, although capital in nature, nature (1) are expected to reduce the normal operating costs (including all utility costs) of the ProjectProperty, 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 capital improvements or (2) are made in order to comply with any Law Legal Requirement hereafter promulgated by any governmental authorityGovernmental Entity, or any amendment to or any interpretation hereafter rendered with respect to any existing Law Legal Requirement that have the effect of changing the legal requirements Legal Requirements applicable to the Project Property from those currently in effecteffect as of the Commencement Date (such new Legal Requirements, amendments or interpretations, “After-Enacted Legal Requirements”), as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord using its good faith, commercially reasonable judgment (provided, however, that, with regard to capital improvements or assets designed to reduce other Operating Costs, upon Tenant’s written request, Landlord shall deliver to Tenant a written statement and explanation of Landlord’s estimation of the annual saving in its reasonable discretionOperating Costs that would result from such expenditure showing that such savings equal or exceed the annual amortized amount of the cost to be included in Operating Costs pursuant to this clause (C)); (dD) cost of all utilitiesutilities (at the actual cost paid by Landlord to the third party utility providers), except Electrical Costs, Chilled Water Costs and the cost of any other utilities directly reimbursable to Landlord by the ProjectProperty’s tenants or other third parties other than pursuant to a provision similar to this Section 4.2.25.1(a); (eE) insurance expenses, including the cost of any commercially reasonable deductiblesdeductibles (provided that such deductible amount shall not materially exceed the market range of insurance deductibles for comparable office building projects in the Southwest Submarket of Austin, Texas); (fF) repairs, replacements, and general maintenance of the ProjectProperty; (gG) fair market rental and other costs with respect to the management office for the ProjectProperty (provided that if such management office is designated as Common Area and included in the load factor for purposes of computing the rentable square footage of the Premises, then no such rental shall be imposed as part of Operating Costs); and (hH) service, maintenance and management contracts and fees (payable to Landlord, Landlord’s affiliate Affiliate or a third-party management company; company (provided that any costs paid to Landlord or Landlord’s affiliate Affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparable quality in an arm’s length transaction rendered by persons or entities of similar skill, competence and experienceexperience in Austin, Texas) for the operation, maintenance, management, repair, replacement, or security of the Project Property (including alarm service, window cleaning, janitorial, security, landscape maintenance and elevatorelevator maintenance); provided that in no event shall the property management fees for the management of the Property (not including reimbursements or other amounts payable in addition to the standard set management fee provided in the subject property management agreement) exceed 1.5% of the gross revenues of the Property excluding (1) revenues from reimbursement of the management fee paid pursuant to this Section 5.1(a)(H), (2) any charges for security services in excess of $1.00 per rentable square foot (as such amount shall increase by 10% every 5 years), (3) any charges for Electrical Costs and the actual electrical cost component of Chilled Water Costs (i.e., the amount paid to the appropriate utility provider for electricity related to chilled water, but not including the other cost components that comprise Chilled Water Costs) which exceed, in the aggregate, $2.50 per rentable square foot (as such amount shall increase by 10% every 5 years), and (4) the costs of services and charges that are self-performed by Tenant and paid directly by Tenant to the appropriate service provider (the “Permitted Management Fees”); and (I) all costs and expenses incurred to operate, maintain, clean and manage the Property Amenities (including, without limitation, reasonable subsidies, if any), whether operated by Landlord or a third party operator. Operating Costs shall not include costs for (i) capital improvements made to the Property, other than capital improvements described above in Section 5.1(a)(C) above and except for items which are generally considered maintenance and repair items, such as painting and wall covering of Common Areas, replacement of carpet or other floor coverings in elevator lobbies and Common Areas, and the like; (ii) repair, replacements and general maintenance paid by proceeds of insurance (or which would have been covered by insurance if Landlord had carried the insurance required under Section 6.5(a) of this Lease) or condemnation or by Tenant or other third parties including other tenants of the Property; (iii) interest, amortization or other payments on loans to Landlord; (iv) depreciation; (v) leasing commissions; (vi) legal expenses for services, other than those that benefit the all tenants of the Property generally (e.g., ad valorem tax disputes); (vii) renovating or otherwise improving space for occupants of the Property or vacant leasable space in the Property or for the preservation, protection or maintenance of non-standard features or equipment of vacant leasable space in the Property; (viii) Impositions; (ix) federal or state or local income taxes imposed on or measured by the income of Landlord from the operation of the Property; (x) any advertising, marketing or promotional expenses in connection with the leasing of any available space for prospective tenants; (xi) that portion of the property management fee in excess of the Permitted Management Fees; (xii) reserves for Operating Costs; (xiii) costs associated with litigation regarding other tenants or prospective tenants in the Property; (xiv) the cost to Landlord of any work or services performed in any instances for any tenant (including Tenant) at the sole cost of such tenant; (xv) expenses incurred by Landlord to resolve disputes, enforce or negotiate lease terms with prospective or existing tenants; (xvi) expenses incurred in connection with any financing, sale or syndication of the Property or in connection with any Superior Interest; (xvii) Landlord’s general corporate overhead and general administrative expenses not directly related to the operation, management or maintenance of the Property; (xviii) any fines or penalties incurred due to violations by Landlord or any other tenant of any Legal Requirement; (xix) costs of investigation, remediation or removal of Hazardous Materials in existence as of the Commencement Date; (xx) cost of repairs, alterations or replacements caused by the exercise of rights of condemnation or eminent domain; (xxi) any expense or costs associated with bringing the Property into compliance with any Legal Requirement in effect and applicable to the Property as of the Commencement Date; (xxii) compensation paid to any employee of Landlord above the grade of general manager at the property level; (xxiii) costs relating to maintaining Landlord’s corporate existence and right to do business in any jurisdiction; (xxiv) any base rent or percentage rent payments under any ground lease; (xxv) the cost of repairs due to the sole negligence, gross negligence or willful misconduct of Landlord, its employees, agents or contractors; (xxvi) fees or other compensation paid to subsidiaries or Affiliates of Landlord for services on or to the Property to the extent that the costs of such services exceed competitive costs of such services; (xxvii) political and charitable contributions; (xxviii) feasibility and development costs in connection with (1) modifications to Buildings or Common Areas on the Property as of the Commencement Date other than capital improvements described above in Section 5.1(a)(C) above or (2) construction of additional square footage of rentable area on the Property; (xxix) to the extent that Tenant is providing security services or janitorial services or any other service for its own Premises at its own direct cost, security services or janitorial costs or said other services relating to other leased space in the Property (if any) (but the foregoing shall not limit Landlord’s ability to include security services or janitorial costs related to the Common Areas in Operating Costs); (xxx) deductibles materially exceeding the market range of insurance deductibles for comparable office building projects in the Southwest Submarket of Austin, Texas); or (xxxi) any costs or expenses covered by any warranty, rebate, guarantee, trade discounts and/or volume discounts. Following the Commencement Date, Landlord shall be performing the deferred maintenance items described in Exhibit CC attached hereto and made a part hereof (the “Landlord Repair Items”) during the calendar year 2013. Notwithstanding anything contained herein to the contrary, none of the costs of the Landlord Repair Items shall be included in Operating Costs; provided, however, that if, after performing the Landlord Repair Items initially, in the future such items or similar types of items are performed by Landlord, then such future repairs may be included in Operating Costs (subject to the limitations generally applicable to Operating Costs set forth herein).

Operating Costs Defined. The term “Operating Costs” means all costs, expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, management and maintenance of the Project and performing Landlord’s obligations under this Lease, in each case, 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 general manager engaged in the operation, maintenance maintenance, management or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of general manager who perform a portion of their services in connection with the operation, maintenance maintenance, management or security of the Project including accounting personnel), including taxes, insurance and benefits relating thereto; (b) all supplies supplies, materials and materials computer software licenses used in the operation, maintenance, repair, replacement, management and security of the Project; (c) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating 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 capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority, or any amendment to or any interpretation hereafter rendered with respect to any existing Law that have has the effect of changing the legal requirements applicable to the Project from those currently in effect, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (d) cost of all utilities, except Electrical Costs and other than the cost of any metered or submetered utilities directly reimbursable to Landlord paid separately by the Project’s tenants other than pursuant to a provision similar to this Section 4.2.2Tenant; (e) insurance expenses, including the cost of any commercially reasonable deductibles; (f) repairs, replacements, and general maintenance of the Project; (g) fair market rental and other commercially reasonable costs with respect to the management office for the Project; and (h) service, maintenance and management contracts and fees (payable to Landlord, Landlord’s affiliate or a third-party management company; provided that any costs paid to Landlord or Landlord’s affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparable quality rendered by persons or entities of similar skill, competence and experience) company for the operation, maintenance, management, repair, replacement, or security of the Project (including alarm service, window cleaning, janitorial, security, landscape maintenance and elevatorelevator maintenance) not to exceed five percent (5%) of the gross receipts actually received by Landlord for the Building, (i) the cost of all business licenses, including Business Professional and Occupational License Taxes and Business Improvements Districts Taxes, and (j) vault fees and charges. Landlord shall have the right to allocate costs among different uses of space in the Project if Landlord reasonably determines the costs for operating, maintaining and repairing such different spaces differ from other spaces within the Project. Operating Costs and Taxes for the multi-building complex of which the Building is a part (the “related complex”) may be prorated among the Project and the other buildings of the related complex, as reasonably determined by Landlord. Notwithstanding the foregoing provisions of this Section 4.2.2, in determining Tenant’s Proportionate Share of Excess Operating Costs for any calendar year, the portion of Operating Costs for such calendar year which constitute Controllable Operating Costs (as hereinafter defined) shall not exceed one hundred six percent (106%) of the amount of Controllable Costs (as hereinafter defined) for the immediately preceding calendar year (the “Controllable Operating Costs Cap”); provided, however, that if the Controllable Operating Costs exceed such Controllable Operating Costs Cap in any calendar year, Landlord may include the portion of Controllable Operating Costs from such calendar year which was in excess of the Controllable Operating Costs Cap for such calendar year in Operating Costs for any future calendar year(s) until fully charged, so long as such Controllable Operating Costs for any such future calendar year(s) do not exceed the Controllable Operating Costs Cap for that future calendar year. As used herein, “Controllable Operating Costs” shall mean all Operating Costs except for the following: (i) license and permit fees of any nature; (ii) utility company charges; (iii) insurance premiums; (iv) the cost to remove snow and ice; (v) increased labor costs due to the requirement for use of labor subject to collective bargaining, which requirement was not in effect as of the Commencement Date; (vi) costs of compliance with governmental requirements which requirements were not in effect as of the Commencement Date; and (vii) contractually mandated increases in costs, to the extent such increase is in excess of six percent (6%) a year. Operating Costs shall not include costs for (1) capital improvements made to the Project, other than capital improvements described in Section 4.2.2(c) and except for items which are generally considered maintenance and repair items, such as painting and wall covering of common areas, replacement of carpet or other floor coverings in elevator lobbies and common areas, and the like; (2) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (3) interest, amortization or other payments on loans to Landlord; (4) depreciation; (5) leasing commissions; (6) renovating or otherwise improving space for specific occupants of the Project or vacant leasable space in the Project, other than costs for repairs, maintenance and compliance with Laws provided or made available to the Project tenants generally; (7) Taxes; and (8) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project; (9) advertising costs and expenses; (10) any costs and expenses (specifically excluding insurance deductibles permitted under this Lease) due to casualty that are paid by insurance maintained by Landlord; (11) salaries, wages, or other compensation or benefits paid to off-site employees or other employees of Landlord who are not assigned full-time to the operation, management, maintenance, or repair of the Project; provided however, Operating Costs shall include Landlord's reasonable allocation of compensation paid for the wages, salary, or other compensation or benefits paid to the employees at or below the level of portfolio manager, if offsite, who are assigned part-time to the operation, management, maintenance, or repair of the Project (including, but not limited to, accountants and engineers)(12) any costs, fines or penalties incurred due to the violation by Landlord of any governmental rule or authority; (13) costs incurred in connection with disputes with tenants, other occupants, or prospective tenants, or costs and expenses incurred in connection with negotiations or disputes with employees, consultants, management agents, leasing agents, purchasers or mortgagees of the Project; (14) costs arising from the presence of Hazardous Materials in or about or below the Land or the Project, including without limitation, hazardous substances in the groundwater or soil (unless introduced into, caused or exacerbated by Tenant); (15) all amounts which would otherwise be included in Operating Costs which are paid to any affiliate or subsidiary of Landlord, or any representative, employee or agent of same, to the extent the costs of such services exceed the competitive rates for similar services of comparable quality rendered by persons or entities of similar skill competence and experience; (16) costs, fines, interest, penalties, legal fees or costs of litigation incurred due to the late payment of taxes, utility bills and other costs incurred by Landlord's failure to make such payments when due, if Tenant was then current in the payment of all Rent which was required to have been paid under this Lease at the time of such failure; (17) costs incurred in connection with the financing, sale, selling or change of ownership of the Building or the Land, including brokerage commissions, attorneys’ and accountants’ fees, closing costs, title insurance premiums, and transfer taxes and interest charges; (18) rentals and other related expenses incurred in leasing any real or personal property ordinarily considered to be of a capital nature unless (a) such rentals or expenses would qualify as includable capital improvements hereinabove, or (b) such expense is incurred for emergency leasing of any equipment necessary to continue to maintain and operate the Building and (19) legal fees incurred by Landlord or its agent (a) in the preparation or negotiation of leases in the Building and amendments thereto, (b) in the enforcement of any such lease or (c) in connection with disputes with tenants or prospective purchasers or mortgagees. Operating Costs for the Base Year only shall not include market-wide labor rate increases due to boycotts and strikes; or boycotts, embargos or other shortages.

Operating Costs Defined. The term “Operating Costs” means all costs, expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project and performing Landlord’s obligations under this Lease, in each case, 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 general senior building manager engaged in the operation, maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of general senior building manager who perform a portion of their services in connection with the operation, maintenance or security of the Project including accounting personnel), including taxes, insurance and benefits relating thereto; (b) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the Project; (c) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating 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 capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority, or any amendment to or any interpretation hereafter rendered with respect to any existing Law that have the effect of changing the legal requirements applicable to the Project from those currently in effect, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (d) cost of all utilities, except Electrical Costs and the cost of any other utilities directly reimbursable to Landlord by the Project’s tenants other than pursuant to a provision similar to this Section 4.2.2; (e) insurance expenses, including the cost of any commercially reasonable deductibles; (f) repairs, replacements, and general maintenance of the Project; (g) fair market rental and other costs with respect to the management office for the Project; and (h) service, maintenance and management contracts and fees (payable to Landlord, Landlord’s affiliate or a third-party management company; provided that any costs paid to Landlord or Landlord’s affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparable quality rendered by persons or entities of similar skill, competence and experience) for the operation, maintenance, management, repair, replacement, or security of the Project (including alarm service, window cleaning, janitorial, security, landscape maintenance and elevatorelevator maintenance). Landlord shall have the right to allocate costs among different uses of space in the Project if Landlord reasonably determines the costs for operating, maintaining and repairing such different spaces differ from other spaces within the Project. Operating Costs shall not include costs for (1) capital improvements made to the Project, other than capital improvements described in Section 4.2.2(c) and except for items which are generally considered maintenance and repair items, such as painting and wall covering of common areas, replacement of carpet or other floor coverings in elevator lobbies and common areas, and the like; (2) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (3) interest, amortization or other payments on loans to Landlord; (4) depreciation; (5) leasing commissions; (6) legal expenses for services, other than those that benefit the Project tenants generally (e.g., tax disputes and negotiation of vendor contracts); (7) renovating or otherwise improving space for specific occupants of the Project or vacant leasable space in the Project, other than costs for repairs, maintenance and compliance with Laws provided or made available to the Project tenants generally; (8) Taxes; and (9) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project. Operating Costs for the Base Year only shall not include costs incurred due to extraordinary circumstances or other non-recurring charges, including market-wide labor rate increases due to boycotts and strikes; utility rate increases due to extraordinary circumstances or other non-recurring charges, including conservation surcharges, boycotts, embargos or other shortages; insurance deductibles; or amortized costs relating to capital improvements.

Operating Costs Defined. The term “Operating Costs” means all costs, expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project and performing Landlord’s obligations under this Lease, in each case, 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 general senior building manager DMWEST #36871000 v9 0 XXXXX XXXX XXXXXXX, XX 00000 engaged in the operation, maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of general senior building manager who perform a portion of their services in connection with the operation, maintenance or security of the Project including accounting personnel), including taxes, insurance and benefits relating thereto; (b) • all supplies supplies, materials and materials computer software licenses used in the operation, maintenance, repair, replacement, and security of the Project; (c) • costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating 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 capital improvements made in order to comply with any Law not currently applicable to the Project, any Law not in effect at the time the Project was constructed, or any Law hereafter promulgated by any governmental authority, or any amendment to or any interpretation hereafter rendered with respect to any existing Law that have the effect of changing the legal requirements applicable to the Project from those currently in effect, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (d) • cost of all utilities, except Electrical Costs and the cost of any separately metered or submetered utilities directly reimbursable to Landlord paid separately by the Project’s tenants other than pursuant to a provision similar to this Section 4.2.2tenants; (e) • insurance expenses, including the cost of any commercially reasonable deductibles; (f) • repairs, replacements, and general maintenance of the Project; (g) • fair market rental and other costs with respect to the management office office, and any amenities such as any common use fitness facility and/or conference center for the Project; and (h) • service, maintenance and management contracts and fees (payable to Landlord, Landlord’s affiliate or a third-party management company; provided that any costs paid to Landlord or Landlord’s affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparable quality rendered by persons or entities of similar skill, competence and experience) experience for the operation, maintenance, management, repair, replacement, or security of the Project (including alarm service, window cleaning, janitorial, security, landscape maintenance and elevatorelevator maintenance). Landlord shall have the right to allocate costs among different uses of space in the Project if Landlord reasonably determines the costs for operating, maintaining and repairing such different spaces differ from other spaces within the Project. Operating Costs and Taxes for the Complex may be prorated among the Project and the other buildings of the Complex, as reasonably determined by Landlord. Operating Costs shall not include costs for capital improvements made to the Project, other than capital improvements described in Section 4.2.2(c) and except for items which are generally considered maintenance and repair items, such as painting and wall covering of common areas, replacement of carpet or other floor coverings in elevator lobbies and common areas, and the like; repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; interest, amortization or other payments on loans to Landlord; depreciation; leasing commissions; legal expenses for services, other than those that benefit the Project tenants generally (e.g., negotiation of vendor contracts); renovating or otherwise improving space for specific occupants of the Project or vacant leasable space in the Project, other than costs for repairs, maintenance and compliance with Laws provided or made available to the Project tenants generally; Taxes; federal income taxes imposed on or measured by the income of Landlord from the operation of the Project; — advertising and promotional costs; and — management fees exclusive of salary recoveries, in excess of 5% of the gross revenues of the Project.

Operating Costs Defined. The term “"Operating Costs” " means all costs, expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project and performing Landlord’s 's obligations under this Lease, in each case, determined in accordance with sound accounting principles consistently applied, including the following costs: (aA) wages and salaries of all on-site employees at or below the grade of general senior building manager engaged in the operation, maintenance or security of the Project (together with Landlord’s 's reasonable allocation of expenses of off-site employees at or below the grade of general senior building manager who perform a portion of their services in connection with the operation, maintenance or security of the Project including accounting personnel), including taxes, insurance and benefits relating thereto; (bB) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the Project; (cC) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating 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 capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority, or any amendment to or any interpretation hereafter rendered with respect to any existing Law that have the effect of changing the legal requirements applicable to the Project from those currently in effect, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (dD) cost of all utilities, except Electrical Costs and the cost of any other utilities directly reimbursable to Landlord by the Project’s 's tenants other than pursuant to a provision similar to this Section 4.2.2; (eE) insurance expenses, including the cost of any commercially reasonable deductibles; (fF) repairs, replacements, and general maintenance of the Project; (gG) fair market rental and other costs with respect to the management office for the Project; and (hH) service, maintenance and management contracts and fees (payable to Landlord, Landlord’s 's affiliate or a third-party management company; provided that any costs paid to Landlord or Landlord’s 's affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparable quality rendered by persons or entities of similar skill, competence and experience) for the operation, maintenance, management, repair, replacement, or security of the Project (including alarm service, window cleaning, janitorial, security, landscape maintenance and elevatorelevator maintenance). Operating Costs shall not include costs for (i) capital improvements made to the Project, other than capital improvements described in Section 4.2.2(C) and except for items which are generally considered maintenance and repair items, such as painting and wall covering of common areas, replacement of carpet or other floor coverings in elevator lobbies and common areas, and the like; (ii) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (iii) interest, amortization or other payments on loans to Landlord; (iv) depreciation; (v) leasing commissions; (vi) legal expenses for services, other than those that benefit the Project tenants generally (e.g., tax disputes); (vii) renovating or otherwise improving space for occupants of the Project or vacant leasable space in the Project; (viii) Taxes; and (ix) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project. Operating Costs for the Base Year only shall not include costs incurred due to extraordinary circumstances or other non-recurring charges, including market-wide labor rate increases due to boycotts and strikes; utility rate increases due to extraordinary circumstances or other non- recurring charges, including conservation surcharges, boycotts, embargos or other shortages; insurance deductibles; or amortized costs relating to capital improvements.