Common use of Operating Expenses Clause in Contracts

Operating Expenses. Expenses, costs and liabilities incurred in connection with the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).

Operating Expenses. Operating Expenses" shall not include and ------------------ Tenant shall in no event have any obligation to perform or to pay directly, or to reimburse Landlord for, all or any portion of the following repairs, maintenance, improvements, replacements, premiums, claims, losses, fees, charges, costs and liabilities expenses (collectively, "Costs"): (a) Costs occasioned by the violation of any Applicable Law by Landlord or its agents, employees or contractors; (b) Costs occasioned by fire except for uninsured costs or deductibles or Costs occasioned by the exercise of the power of eminent domain; (c) Costs to correct any construction defect in the Industrial Center for which Landlord is responsible hereunder or to comply with any Applicable Law on the Commencement Date the compliance with which is one of Landlord's responsibilities hereunder; (d) Costs of any renovation, improvement, painting or redecorating of any portion of the Industrial Center not made available for Tenant's use; (e) Costs incurred in connection with negotiations or disputes with any other occupant of the Industrial Center and Costs arising from the violation by Landlord or any other occupant of the Industrial Center of the terms and conditions of any lease or other agreement; (g) Costs incurred in connection with the operation presence of the Company and the Investment and the performance by the Managing Memberany Hazardous Substances, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (except to the extent not subject caused by Tenant;(i) Costs relating to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation repair, maintenance and affairs, (xii) all expenses and costs associated with the acquisition replacement of the Investment and (xiii) all expenses and costs associated with the administration and enforcement structural elements of the portion Industrial Center; (j) interest, charges and fees incurred on debt, payments on mortgages and rent under ground leases; (k) any fee, profit or compensation retained by Landlord or its affiliates for management and administration of the Investment comprised Industrial Center in excess of the Debt (including if such Debt remains outstanding following management fee which would be charged by a professional management service for operation of comparable projects in the effective date vicinity of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Building.

Operating Expenses. Expenses, Operating Expenses shall mean all costs and liabilities incurred in connection with the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, expenses (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummatedpresently within the contemplation of the parties) paid or incurred, (ii) directly or indirectly, by Landlord in operating, managing, equipping, repairing, replacing, policing and/or maintaining the Building or Property, or any part thereof, witch shall include the following costs and liabilities incurred in connection with litigation or other extraordinary eventsby way of illustration, directors and officers liability and other insurance expensesbut shall not be limited to: same, (iii) all taxeswages, fees and other governmental charges payable by the Companyhospitalization, medical, surgical, and all expenses incidental to general welfare benefits (including group life insurance), and pension payments of agents or employees of Landlord engaged in the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the operation or maintenance of the Company’s books Building (all of account which shall be prorated to the extent any such agent or employee does not work full time at the Building); payroll charges and/or taxes; workers compensation insurance; lamps; fluorescent tubes; ballasts; steam; fuel; utility taxes; . electricity, including the Electricity Charges; water (including sewer charges and/or rental); casualty, business interruption or rent insurance and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees liability insurance; repairs and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariesmaintenance, including, but not limited to, repairs and maintenance to the roof, foundation, exterior and interior walls, floors and covering of same in common areas and structural elements; building and cleaning supplies; uniforms and dry cleaning; window cleaning; management fees not to exceed five percent (5%) of the gross revenues of the Property; service contracts with independent contractors; electricity audit costs; telephone; telegraph, stationery, advertising; equipment necessary for the maintenance and operation of the Building; protection and security services; replacements of plate and window glass; tenant area and common area cleaning and janitorial services; plant and landscape services; ground maintenance; elevator maintenance and repair; ice, snow and trash removal; and all other expenses paid in connection with the operation of the Building. (Operating Expenses shall not include depreciation on the Building of which the Premises are a part or equipment therein, loan payments, or real estate broker's commissions Operating Expenses shall also include, but not be limited to, the capital cost of repairs and/or replacements, including, but not limited to repairs and replacements of the roof, foundation, exterior and interior walls, floors and coverings of same in the Common Areas, structural elements and elements or systems in the Building which are considered capital items pursuant to generally accepted accounting principles, or any capital improvements made to the building by Landlord that reduce Operating Expenses or that are required under any governmental law or regulation not previously applicable to the Building or not in effect at the time it was constructed.) Such capital cost shall be amortized over such reasonable periods as Landlord shall determine consistent with generally accepted accounting principles. Landlord agrees that all capital costs included as Operating Expenses shall be net of any insurance proceeds received. Operating Expenses shall not include the capital costs associated with any expansion of the Building or the parking area (unless expanded at Tenant's request) nor shall they include the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and advertising costs associated with the acquisition marketing or rental of space in the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Building.

Operating Expenses. Expenses, The total of all actual costs and liabilities expenses incurred by Landlord and except to the extent expressly provided below, calculated in accordance with generally accepted accounting principles, in connection with the operation management, operation, ownership, maintenance, cleaning, protecting, servicing and repair of the Company Project and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective performing Landlord’s obligations under this Agreement, includingLease (but not related to the acquisition or initial construction of Landlord’s Work). Operating Expenses shall include, without limitation, (i) all expensesthe cost of providing, costs owning, managing, operating, maintaining and liabilities incurred in connection with the identificationrepairing air conditioning, structuringsprinkler, negotiationfire and life safety, makingelectricity, monitoringplumbing, ownershipsteam, operationheating, administrationmechanical, managementventilation, financingCommon Area lighting, sale, proposed sale, enforcement, other disposition or valuation of the Investment escalator and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, elevator systems and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account utilities and the preparation cost of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (supplies, including, without limitation, replacement lamps and ballasts, and equipment and maintenance and service contracts in connection therewith and including any costs related to maintaining and managing the Building with green building standards (e.g., costs related to maintaining and managing LEED and/or AEGB certification, but not costs to obtain such certification); (ii) the cost of repairs, replacements, general maintenance and cleaning, trash removal, telephone service, janitorial service, and supplies, security, indoor and outdoor landscaping, and other Project services, if any; (iii) the cost (including deductibles) of fire, extended coverage, boiler, sprinkler, apparatus, commercial general liability, property damage, rent, earthquake, hurricane and other insurance; (iv) market based wages, salaries and other labor costs including taxes, insurance, retirement, medical and other employee benefits for all staff performing services related to the Building, including without limitation, Project accounting and accounts receivable and payable personnel; (v) fees, charges and other costs, including management fees, consulting fees, legal fees and expenses accounting fees, of all independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for contractors engaged by Section 8.1 hereof and Landlord or reasonably charged by Landlord if Landlord performs any fees or imposts of a governmental authority imposed such services in connection with such books the Project (Landlord and records and statementsTenant agree the management shall not exceed three percent (3.0%) and other routine administrative expenses of Gross Project Income, calculated prior to the inclusion of said management fee in Gross Project Income); (vi) the fair market rental value of the Company Project manager’s offices and storage areas in the Building, provided said offices and storage areas are devoted to the management, operation, maintenance or its Subsidiariesrepair of the Project (or to the extent such areas are devoted to other properties, including, but not limited to, then pro rata to the Project and such other properties); (vii) the cost of the preparation of Returnsbusiness taxes and licenses; (viii) fees, cash management expenses charges, assessments and insurance other amounts imposed by any property owners association, condominium association or federal, state or local government for fire and legal expensespolice protection, trash removal, maintenance or other services which do not constitute Real Property Taxes as defined below; (ix) any charges which are payable by Landlord to a special assessment district or imposed upon Landlord pursuant to any lawful means; (x) all expenses the costs of contesting the validity or applicability of any governmental enactment which would increase Operating Expenses; (xi) capital costs incurred in connection with any indebtedness improvements to the Building or Project, to Building Systems or Service Facilities, or to equipment or personal property used in the maintenance, operation or repair of the Company Building or other credit arrangement Project, which are reasonably anticipated to achieve economies or to reduce costs in the operation, maintenance or repair of the Project or portion thereof, to upgrade Building security, or to comply with Applicable Laws; provided, however, the same shall be amortized (including any line interest on the unamortized cost) over the cost recovery period (i.e., the anticipated period to recover the full cost of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)such capital item), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to of the extent not subject to reimbursement) incurred relevant capital item as reasonably determined by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, Landlord; (xii) all expenses and costs associated with the acquisition depreciation of the Investment cost of acquiring, or the rental expense of, personal property used in the maintenance, operation and repair of the Building or Project; and (xiii) all expenses and costs associated with Real Property Taxes. Operating Expenses that vary according to the administration and enforcement occupancy of the portion Building shall be adjusted to reflect one hundred percent (100%) occupancy of the Investment comprised Building for any period in which the Building is not one hundred percent (100%) occupied or if Landlord is not providing a comparable level of service to one hundred percent (100%) of the Debt (including if Building. Landlord shall use a consistent methodology from year to year when making any such Debt remains outstanding following adjustments. Operating Expenses shall not include the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).following:

Operating Expenses. Expenses, costs and liabilities Operating Expenses shall mean all expenses incurred in connection by Borrower with respect to the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith)Project, whether or not consummatednow foreseen, determined on an accrual basis (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all including reasonably foreseeable expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariesnot occurring annually), including, but not limited to, the cost following: real estate taxes and special assessments (or any substitutes hereafter collected by any governmental authority in lieu thereof or in addition thereto), payroll taxes, federal and state unemployment taxes and social security taxes; insurance, including but not limited to, fire (including, but not limited to, endorsements for extended coverage, vandalism and malicious mischief and theft and mysterious disappearance), public liability, water damage, worker’s compensation and business and rental interruption insurance; water and sewer charges; license, permit and inspection fees; costs of wages and salaries of operating personnel including other compensation and fringe benefits; management fees pursuant to the Management Agreement; auditors’ fees and legal fees; materials and supplies, including charges for telephone, telegraph, postage, stationery supplies and other materials and expenses required for operation of the preparation Project; repairs to and maintenance of Returnsany portion of the Project, cash management expenses including costs of materials, supplies, tools and insurance equipment used in connection therewith and legal expensesincluding the repaving of parking areas, (x) all expenses replanting of landscaped areas and replacing any building components; costs incurred in connection with the operation, maintenance, repair, inspection and servicing (including outside maintenance contracts) of electrical, plumbing, heating, air-conditioning and mechanical equipment and the cost of materials, supplies, tools and equipment used in connection therewith; cost of services (including heat, air conditioning, electricity, gas, water and other utilities for the operation and maintenance of any indebtedness portion of the Company or other credit arrangement (including Project); any line of credit, loan commitment or letter of credit for the Company or related costs allocable to the Investment (or Project under any underlying asset)), (xi) easements benefiting the Real Estate for parking and/or access; and all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with necessary or desirable to be incurred for the acquisition purpose of operating and maintaining the Project in good and workmanlike condition, whether or not similar to the foregoing. Should any governmental agency or political subdivision impose any taxes and/or assessments, whether or not now customary or within the contemplation of the Investment parties hereto, either by way of substitution for taxes and (xiii) all assessments presently levied and assessed against the Project, or in addition thereto, including, but not limited to, any tax or assessment levied, assessed or imposed upon or measured by the rental payable hereunder, such taxes and/or assessments shall be deemed to constitute an Operating Expense hereunder. Notwithstanding the above, Operating Expenses shall not include: principal or interest payments on the Note, Capital Leases, or any other obligation of Borrower; capital improvements to the 113-room, five-story hotel located on the Real Estate other than routine maintenance expenses; or, other non-recurring expenses and costs associated funded with the administration and enforcement of the portion of the Investment comprised of the Debt (non-operating cash sources, including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiverbut not limited to loan proceeds, if necessary) (“Operating Expenses”)investor equity, or hotel sale proceeds.

Operating Expenses. ExpensesAll direct and indirect expenses and costs, calculated on an accrual basis, paid by the Manager in connection with the service rendered for the Containers, or the relevant portion of such expenses and costs and liabilities (determined in accordance with the Intercreditor Agreement), incurred in connection with the ownership, use or operation of the Company and the Investment and the performance by the Managing MemberManaged Containers (where applicable), the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, such as: (i) all agency costs and expenses; (ii) depot fees, handling, and storage costs and expenses; (iii) survey, depot audit, maintenance and repair expenses (including the actual or estimated cost of repairs to be made pursuant to those damage protection plans referenced in (z) below); (iv) repositioning expense; (v) the cost of inspecting, marking and remarking such Containers, (vi) third-party fees for bankruptcy recovery; (vii) audit fees related to the annual review by the Manager’s Independent Accountant of the Gross Revenue, Operating Expenses and management fees for the Containers (but excluding the accounting fees for the audit or accounting work referenced in Section 9.02 of the Management Agreement); (viii) expenses, liabilities, claims and costs and liabilities (including without limitation reasonable attorneys’ fees) incurred in connection with enforcing rights under the identificationLeases of such Containers or repossessing such Containers, structuringincluding the amount of any cash reserves maintained by the Manager in connection with proceedings contesting Permitted Liens; (ix) insurance expense; (x) taxes, negotiationlevies, makingduties, monitoringcharges, ownershipassessments, fees, penalties, deductions or withholdings assessed, charged or imposed upon or against such Containers, including but not limited to ad valorem, gross receipts and other property taxes imposed against such Containers or against the revenues generated by such Containers including any interest or penalties or penalties thereon, but excluding for the avoidance of doubt any income or franchise or net profits or similar taxes or any interest or penalties or additions related thereto imposed on the Manager in respect of its services; (xi) expenses, liabilities, claims and costs (including without limitation reasonable attorneys’ fees) incurred by the Manager or made against the Manager by any third party arising directly or indirectly (whether wholly or in part) out of the state, condition, operation, administrationuse, managementstorage, financingpossession, salerepair, proposed sale, enforcement, other disposition maintenance or valuation transportation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company such Containers; (including due diligence in connection therewith), whether or not consummated, (iixii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings (including without limitation reasonable attorneys’ fees) of pursuing claims against manufacturers or sellers of such Containers on behalf of the MembersBorrower; and (xiii) non-recoverable sales taxes and value-added taxes on such expenses and costs. Notwithstanding the foregoing, Operating Expenses shall in no event include (w) the Management Fee; (x) any Borrower Expenses, (viy) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited any general or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company Manager; or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (xz) all expenses incurred in connection any depreciation or amortization expense with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related respect to the Investment (Containers or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to generator sets in the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Borrower Fleet.

Operating Expenses. During each month of the Lease Term, on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated by Landlord from time to time, of Tenant’s Proportionate Share (hereinafter defined) of Operating Expenses for the Project or Building. Payments for any fractional calendar month shall be prorated. The term “Operating Expenses, ” means all costs and liabilities expenses incurred by Landlord with respect to the ownership, maintenance, and operation of the Project including, but not limited to costs of: Taxes (hereinafter defined) and fees payable to tax consultants and attorneys for consultation and contesting taxes; insurance; utilities; maintenance, repair and replacement of all portions of the Building, Premises, and Project, including without limitation, paving and parking areas, roads, non-structural components of exterior walls, non-structural components of the roofs (including the roof membrane), alleys, and driveways, mowing, landscaping, snow removal, exterior painting, utility lines, fire sprinklers and fire protection systems, the current amortized portion of any capital repairs and replacements of all portions of the Building, Premises, and Project, heating, ventilation and air conditioning systems (as defined below), lighting, electrical systems and other mechanical and building systems; amounts paid to contractors and subcontractors for work or services performed in connection with any of the foregoing; charges or assessments of any association to which the Project is subject; a property management or administration fee payable to a property manager, including Landlord, or any affiliate of Landlord, equal to three (3%) percent of gross receipts due and payable by Tenant to Landlord under this Lease; a deductible for all-risk property insurance not to exceed USD$25,000; security services, if any; trash collection, sweeping and debris removal; and additions or alterations made by Landlord to the Project or the Building in order to comply with Legal Requirements (other than those expressly required herein to be made by Tenant) or that are appropriate to the continued operation of the Company and Project or the Investment and Building as an industrial/warehouse facility in the performance market area, provided that the cost of additions or alterations that are required to be capitalized for federal income tax purposes shall be amortized on a straight line basis over a period equal to the useful life thereof as determined by Generally Accepted Accounting Principles. Operating Expenses do not include (a) debt service under mortgages or ground rent under ground leases; (b) leasing commissions, or the Managing Membercosts of renovating space for tenants; (c) repairs, alterations, additions, improvements or replacements made to rectify or correct any defect in the design, materials or workmanship of the Premises, the Company and their respective Affiliates Building or the Project; (d) costs of their respective obligations under this Agreementrepairs, includingrestoration, without limitation, replacements or other work occasioned by (i) all expensesfire, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, windstorm or other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company casualty (including due diligence the costs of any deductibles paid by Landlord) and either (aa) payable (whether paid or not) by insurance required to be carried by Landlord under this Lease, or (bb) otherwise paid by insurance then in connection therewith), whether or not consummated, effect obtained by Landlord (ii) costs and liabilities incurred in connection with litigation the adjudicated negligence or other extraordinary eventsadjudicated intentional tort of Landlord, directors and officers liability and other insurance expensesor any representative, employee or agent of Landlord, (iii) all taxesthe act of any other tenant in the Premises, the Building or the Project, or any other tenant’s agents, employees, licensees or invitees to the extent the applicable cost is, in the Landlord’s reasonable judgment, practically recoverable from such person; (e) costs incurred (less costs of recovery) for any items to the extent such amounts are, in Landlord’s reasonable judgment, recoverable by Landlord under a manufacturer’s, materialman’s, vendor’s or contractor’s warranty; (f) non-cash items, such as deductions for depreciation and amortization of the Premises, the Building or the Project and the Premises, the Building or the Project equipment, or interest on capital invested; (g) legal fees, accountants’ fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance disputes with other tenants or occupants of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counselPremises, the Building or the Project or associated with the enforcement of any lease or defense of Landlord’s title to or interest in the Premises, the Building or the Project or any part thereof; (h) costs and expenses of preparing and circulating incurred due to violation by Landlord or any other tenant in the reports called for by Section 8.1 hereof and any fees Premises, the Building or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses the Project of the Company or its Subsidiaries, including, but not limited to, terms and conditions of any lease; (i) the cost of any service provided to Tenant or other occupants of the preparation Premises, the Building or the Project for which Landlord is entitled to be reimbursed; (j) charitable or political contributions; (k) interest, penalties or other costs arising out of ReturnsLandlord’s failure to make timely payments of its obligations; or (l) costs, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with depreciation or amortization for repairs and replacements required to be made by Landlord under Paragraph 11 of this Lease. If Tenant’s total payments of Operating Expenses for any indebtedness year are less than Tenant’s Proportionate Share of actual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within 30 days after demand, and if more, then Landlord shall either, at Landlord’s option, retain such excess and credit it against Tenant’s next payments of Operating Expenses or pay such refund to Tenant, except that during the last calendar year of the Company Lease Term or other credit arrangement (including any line extension terms thereof, Landlord shall refund any such excess within 60 days following the termination of creditthe Lease Term or any extension terms thereof, loan commitment provided that Tenant is not in default of its obligations under this Lease. Any payment required to be paid by Landlord after the expiration or letter earlier termination of credit for the Company or related Lease shall be delivered to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (most recent address Tenant has provided to Landlord. With respect to Operating Expenses which Landlord allocates to the extent not subject to reimbursement) incurred by entire Project or just the Company or any Parallel Investment Vehicle Building, Tenant’s “Proportionate Share” shall be the percentage set forth in respect Paragraph 1 of its operation and affairs, (xii) all expenses and costs associated with the acquisition this Lease as Tenant’s Proportionate Share of the Investment and (xiii) all expenses and costs associated with the administration and enforcement Project or Tenant’s Proportionate Share of the Building (as applicable) as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises, Building, or the Project. Landlord may equitably increase Tenant’s Proportionate Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Investment comprised Project or Building that includes the Premises or that varies with Xxxxxx’s use. The estimated Operating Expenses for the Premises set forth in Paragraph 1 of the Debt (including if this Lease are only estimates, and Landlord makes no guaranty or warranty that such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)estimates will be accurate.

Operating Expenses. Expenses, costs and liabilities Operating Expenses shall mean all expenses incurred in connection by Borrower with respect to the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith)Project, whether or not consummatednow foreseen, determined on an accrual basis (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all including reasonably foreseeable expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariesnot occurring annually), including, but not limited to, the cost following: real estate taxes and special assessments (or any substitutes hereafter collected by any governmental authority in lieu thereof or in addition thereto), payroll taxes, federal and state unemployment taxes and social security taxes; insurance, including but not limited to, fire (including, but not limited to, endorsements for extended coverage, vandalism and malicious mischief and theft and mysterious disappearance), public liability, water damage, worker’s compensation and business and rental interruption insurance; water and sewer charges; license, permit and inspection fees; costs of wages and salaries of operating personnel including other compensation and fringe benefits; management fees pursuant to the Management Agreement; auditors’ fees and legal fees; materials and supplies, including charges for telephone, telegraph, postage, stationery supplies and other materials and expenses required for operation of the preparation Project; repairs to and maintenance of Returnsany portion of the Project, cash management expenses including costs of materials, supplies, tools and insurance equipment used in connection therewith and legal expensesincluding the repaving of parking areas, (x) all expenses replanting of landscaped areas and replacing any building components; costs incurred in connection with the operation, maintenance, repair, inspection and servicing (including outside maintenance contracts) of electrical, plumbing, heating, air-conditioning and mechanical equipment and the cost of materials, supplies, tools and equipment used in connection therewith; cost of services (including heat, air conditioning, electricity, gas, water and other utilities for the operation and maintenance of any indebtedness portion of the Company or other credit arrangement (including Project); any line of credit, loan commitment or letter of credit for the Company or related costs allocable to the Investment (or Project under any underlying asset)), (xi) easements benefiting the Real Estate for parking and/or access; and all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with necessary or desirable to be incurred for the acquisition purpose of operating and maintaining the Project in good and workmanlike condition, whether or not similar to the foregoing. Should any governmental agency or political subdivision impose any taxes and/or assessments, whether or not now customary or within the contemplation of the Investment parties hereto, either by way of substitution for taxes and (xiii) all assessments presently levied and assessed against the Project, or in addition thereto, including, but not limited to, any tax or assessment levied, assessed or imposed upon or measured by the rental payable hereunder, such taxes and/or assessments shall be deemed to constitute an Operating Expense hereunder. Notwithstanding the above, Operating Expenses shall not include: principal or interest payments on the Note, Capital Leases, or any other obligation of Borrower; capital improvements to the 146-room hotel located on the Real Estate other than routine maintenance expenses; or, other non-recurring expenses and costs associated funded with the administration and enforcement of the portion of the Investment comprised of the Debt (non-operating cash sources, including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiverbut not limited to loan proceeds, if necessary) (“Operating Expenses”)investor equity, or hotel sale proceeds.

Operating Expenses. Expenses, (as such term is hereby defined) shall include all costs and liabilities expenses and reasonable reserves, determined in accordance with generally accepted accounting principles, consistently applied, and incurred by Landlord in connection with the ownership, operation and maintenance of the Property including without limitation: all materials, equipment and supplies, together with all service, maintenance, and labor agreements, relative to the maintenance, repair and replacement, as necessary, of the Premises and the common areas of the Property and all electrical, plumbing and mechanical systems therein; all utilities and related expenses and deposits, including costs incurred in connection with any energy management program for the Property; all landscaping stock, equipment and maintenance agreements; all janitorial services, equipment and supplies; snow removal; fire protection and security (if provided); any private trustee or indenture charges; maintenance, repair and replacement, as necessary, of the sprinkler systems, downspouts, gutters and nonstructural portions of the roof; the paving, resealing and/or re-striping of all parking facilities, access roads, driveways, sidewalks and passageways; heating, ventilation and air conditioning (“HVAC”) of the Property, as well as all maintenance, repairs and any replacements to the HVAC units servicing the Property; all Property signage; all wages/salaries, fees and commissions and related benefits of all employees and independent contractors engaged in the operation and management of the Property, together with any applicable social security taxes, employment taxes or other taxes levied against such wages/salaries; premiums and deductibles for liability, property damage, fire, workers compensation, rent and mortgage insurance, and any other insurance which Landlord deems necessary to carry on, for or in connection with the operation of the Company Property, or for the protection of the Property, and the Investment interests of Landlord and Landlord’s agents and mortgagees; management fees; cleaning and vermin extermination; capital improvements which are required by any governmental authority to keep the performance by Property in compliance with all applicable statutes, codes and regulations; capital improvements which reduce other Operating Expenses, but in an amount not to exceed the Managing Member, reduction of Operating Expenses for the Company and their respective Affiliates relevant year; the rental and/or amortized costs of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred any machinery or equipment used in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition operation or valuation maintenance of the Investment Property; and Temporary Investments all other expenses incurred by Landlord for or on behalf of the Property. For purposes of establishing the amount of Operating Expenses for the Base Year, Operating Expense shall not include any unique or extraordinary expenses as reasonably determined by Landlord, such as those caused by any strikes, shortage of materials, utility blackouts, terrorism, or one-time assessments. Operating Expenses shall not include: any expense chargeable to a capital account or capital improvement (other than aforesaid); ground leases; principal or interest payments on any mortgage or deed of trust on the Property; any amount for which Landlord is reimbursed through insurance, by third persons, or directly by other tenants of the Property; brokers commissions and other expenses incurred in the leasing of space to tenants in the Property. In the event the Property is not fully occupied in the initial calendar year or during any subsequent calendar year during the Term, then those Operating Expenses of the Property which are variable for that year (that is, those Operating Expenses which change depending upon the occupancy level of the Property (such as janitorial costs and usage of electricity), as distinguished from those Operating Expenses which do not change depending upon the occupancy level of the Property (such as landscaping costs and casualty insurance)), shall be deemed to be increased by an amount reasonably determined by Landlord to reflect the Operating Expenses which would have been expended had the Property been fully occupied. Similarly, in the event Landlord is not furnishing any particular work or service to a tenant who has undertaken to perform such work or service in lieu of Landlord, the Operating Expenses shall be deemed to be increased by an amount reasonably determined by Landlord to reflect the Operating Expenses which would have been expended had Landlord performed such work or service. Nothing contained in this Section 4(b) shall be construed as requiring Landlord to perform any services or make any expenditure with respect to the Premises or the Investment Property unless such obligation is expressly set forth in this Lease. Landlord shall have the right to invoice Tenant monthly, quarterly, or otherwise from time to time, for Tenant’s Proportionate Share of the Taxes and Temporary Investments considered Operating Expenses, as reasonably estimated by Landlord; and Tenant shall pay to Landlord, as Additional Rent, those amounts for which Tenant is invoiced within thirty (30) days after receipt of said invoice. Any monies paid in advance to Landlord by Tenant shall not accrue interest thereon. After each calendar year, Landlord shall deliver a statement to Tenant setting forth Tenant’s actual obligation for Taxes and Operating Expenses, and the total amount of payments paid by Tenant to Landlord for such purposes. In the event Tenant’s actual obligation for Taxes and/or Operating Expenses exceeds Tenant’s payments for such respective purposes, Tenant shall pay the applicable difference to Landlord within thirty (30) days after receipt of Landlord’s statement. Conversely, in the event Tenant’s respective payments toward Taxes and/or Operating Expenses exceed Tenant’s actual obligation for each of the same, Landlord shall either refund the applicable overpayment to Tenant or credit said overpayment against Tenant’s obligation for such specific expense in the forthcoming year. In the event Taxes or Operating Expenses in any calendar year are less than the respective Taxes and Operating Expenses for the Company Base Year, Tenant shall not receive a refund or credit against any Tax or Operating Expense obligation in that same or any subsequent calendar year. If upon the expiration or earlier termination of this Lease there is accrued but unbilled Additional Rent, Tenant’s obligation with respect to any amounts owed to Landlord shall survive; and, at Landlord’s option, Tenant shall either (including due diligence in connection therewith)i) pay such amounts after the expiration of the Term when such Additional Rent has been accurately determined within fifteen (15) days after receipt of Landlord’s statement, whether or not consummated, (ii) costs pay an amount reasonably estimated by Landlord prior to the expiration of the Term. Within thirty (30) days after receipt of each year-end statement, Tenant shall have the right, at Tenant’s sole cost and liabilities expense, to inspect and audit Landlord’s records with respect to Tenant’s Proportionate Share of Additional Rent, which audit shall be at the accounting office of Landlord, upon not less than ten (10) days prior written notice, during Landlord’s normal business hours, subject to execution of a confidentiality agreement acceptable to Landlord, and provided that if Tenant utilizes an independent accountant to perform such review it shall be one of national standing which is reasonably acceptable to Landlord, is not compensated on a contingency basis and is also subject to such confidentiality agreement. Except as aforesaid, Landlord shall not be obligated to provide Tenant with detailed summaries or receipts for any expenses incurred in connection by or on behalf of the Property, but Landlord shall provide Tenant with litigation one or other extraordinary events, directors and officers liability and other insurance more statements setting forth such expenses, (iii) all taxes, fees categorized by class and other governmental charges payable by the Company, and all expenses incidental amount. Unless Tenant timely elects to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with audit such books and records and statementsasserts specific errors within ninety (90) and other routine administrative expenses days after receipt of the Company or its Subsidiariessuch year-end statement, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related said statement shall be deemed to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)be correct.

Operating Expenses. ExpensesThroughout the Term of this Lease, commencing on the Commencement Date, Tenant agrees to pay Landlord as additional rent in accordance with the terms of this Paragraph 6, Tenant's Share of Operating Expenses for the taxes and insurance for the Project and all costs and liabilities incurred in connection with the operation expenses of the Company operation, maintenance, repair, and replacement of the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, Project including, without limitation, : (i) all expensesany form of real property tax assessment, costs and liabilities incurred in connection with license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the identificationdirect power to tax, structuringincluding any city, negotiationcounty, makingstate or federal government, monitoringor any school, ownershipagricultural lighting, operation, administration, management, financing, sale, proposed sale, enforcement, drainage or other disposition improvement or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, special assessment district thereof; (ii) costs any and liabilities incurred in connection with litigation or other extraordinary eventsall assessments under any covenants, directors conditions and officers liability and other insurance expenses, restrictions affecting the Project; (iii) all taxeswater, fees sewer and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, utility charges; (iv) communications expenses, costs of insurance obtained by Landlord pursuant to Paragraph 19 of the Lease; (v) all expenses waste disposal and costs associated with meetings of the Members, janitorial services; (vi) all reasonable expenses and costs of the Board of Directors, security; (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, labor; (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (management costs including, without limitation: (A) wages and salaries (and payroll taxes and similar charges) of property management employees, fees and expenses of independent auditors(B) management office rental, accountants supplies, equipment and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management related operating expenses and insurance management fees; (ix) supplies, materials, equipment and legal expenses, tools including rental of personal property; (x) all expenses incurred in connection with any indebtedness repair and maintenance of the Company structural portions of the buildings with the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), furnished by Landlord; (xi) maintenance, costs and upkeep of all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal parking and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, Common Areas; (xii) all expenses depreciation on a straight line basis and costs associated with the acquisition rental of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).personal property used in maintenance;

Operating Expenses. ExpensesThroughout the Term of this Lease, commencing on the Commencement Date, Tenant agrees to pay Landlord as additional rent in accordance with the terms of this Section 4, Tenant's Share of Operating Expenses for the taxes and insurance for the Project and for all costs and liabilities incurred expenses for the operation, maintenance, repair, and replacement of the Project including, without limitation: (i) any form of real property tax, assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance obtained by Landlord pursuant to Section 21 of this Lease; (v) waste disposal and janitorial services; (vi) security; (vii) labor; (viii) management costs including, without limitation: (A) wages and salaries (and payroll taxes and similar charges ) of property management employees, and (B) management office rental, supplies, equipment and related operating expenses and commercially reasonable management/administrative fees; (ix) supplies, materials, equipment and tools including rental of personal property; (x) repair and maintenance of the structural portions of the buildings within the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (xi) maintenance, sweeping, repairs, resurfacing, and upkeep of all parking and other Common Areas; (xii) amortization on a straight line basis over the useful life [together with interest at the Interest Rate on the unamortized balance] of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project as of the Commencement Date (however, if such expenditure by Landlord is required solely due to Tenant's particular use, occupancy or alteration of the Premises, then regardless of when such law or regulation became in effect, Tenant shall be responsible for all of such expenditure); or (C) for replacement or restoration of any Project equipment and/or improvements needed to operate and/or maintain the Project at the same quality levels as prior to the replacement or restoration; (xiii) gardening and landscaping; (xiv) maintenance of signs (other than signs of tenants of the Project); (xv) personal property taxes levied on or attributable to personal property used in connection with the operation of the Company and the Investment and the performance by the Managing MemberCommon Areas; (xvi) reasonable accounting, the Company and their respective Affiliates of their respective obligations under this Agreementaudit, includingverification, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability legal and other insurance expenses, consulting fees; and (iiixvii) all taxes, fees and any other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing repairs, maintenance, painting, lighting, cleaning, and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariessimilar items, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related appropriate reserves. Notwithstanding anything to the Investment (or any underlying asset))contrary in the definition of Operating Expenses set forth in this Lease, (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to Operating Expenses shall not include the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).following:

Operating Expenses. ExpensesBeginning on the Commencement Date and continuing throughout the Term, costs Txxxxx agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and liabilities incurred in connection with the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, intentionally omitted; (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, maintained by Landlord pursuant to Section 12; (iii) all taxes, fees utilities (except as separately metered and other governmental charges payable by the Company, and all expenses incidental paid directly to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, utility by Tenant); (iv) communications expenses, maintenance of the Building and all associated systems serving the Building; (v) all expenses and costs associated with meetings of the Members, intentionally omitted; (vi) all reasonable expenses and costs repair of any portion of the Board of Directors, Building; (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, deductibles on insurance loss; (viii) expenses of liquidating the Company and its Subsidiariessecurity services, if any; (ix) expenses incurred in connection trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the maintenance of the Company’s books of account and the preparation of audited Parties’ express prior written agreement or unaudited financial statements required approval as to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company same (including, without limitation, fees with respect to the nature and expenses scope of independent auditorsthe capital improvements, accountants any and counselall plans related thereto, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof cost thereof and any fees or imposts of a governmental authority imposed and all contractors to be used in connection with such books the performance thereof and records and statements) and other routine administrative expenses any modification or change to any of the Company or its Subsidiaries, including, but not limited to, the cost foregoing prior to completion of the preparation of Returnsapplicable improvements). For clarity, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with Tenant has no obligation whatsoever for any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related capital improvements that are made to the Investment (or any underlying asset))Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) all legalor otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, accountingif the Parties are unable to agree on capital improvements, investment bankingas, real estatewhen and to what extent they are required, taxthen the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, financial repair or other consultingreplacement steps under the circumstances. For the purposes of this Lease, auditthe term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, appraisal Txxxxx’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and other expenses in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent not subject otherwise expressly agreed by Landlord and Tenant prior to reimbursement) incurred by the Company or incurring any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)capital expenditure.

Operating Expenses. Expenses, costs and liabilities incurred in connection with the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, includingOperating Expenses shall include, without limitation, those costs or expenses paid or incurred by Landlord for operating, maintaining and repairing the Property, including, by way of example and without limitation, the cost of accounting fees, electricity for Common Areas including outside and garage lighting, the cost of heating, ventilating and air-conditioning the Building, water, sewer, fuel, window cleaning, janitorial service, elevator maintenance, security, refuse removal, Taxes (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewithas hereinafter defined), whether or not consummated, (ii) costs commercially reasonable insurance of all kinds carried by Landlord and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental applicable to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company Property (including, without limitation, fire and extended coverage insurance, commercial general liability, elevator, workers’ compensation, boiler and machinery, use and occupancy, health, accident and group life insurance of all employees and casualty rent insurance), snow removal, maintenance and cleaning of the parking lot, garage, site driveways and adjacent roadways, all landscape maintenance costs for the Property, repairs of any kind for which Landlord is not reimbursed, pest control, painting, replacement of worn out mechanical or damaged equipment, uniforms, commercially reasonable management fees and expenses (currently six (6%) percent of independent auditorsall rents which Landlord is entitled to collect pursuant to leases with all tenants of the Building), accountants and counselmaster association fees, the all costs and expenses associated with operating and maintaining any food service, cafeteria or other facility or amenity made generally available to tenants in the Building, equipment rentals or other operating costs paid pursuant to such rentals, building and janitorial supplies, sundries, sales or use tax on supplies or services, wages and salaries of preparing all persons engaged by Landlord in the operation of the Property at or below the level of superintendent, all costs associated with operating and circulating maintaining a property management office in the reports called for by Section 8.1 hereof and any fees or imposts Building of a governmental authority imposed size adequate, in connection Landlord’s reasonable discretion, for staffing and managing the Building (including rent associated with such books this space, if applicable), maintenance and records and statements) and other routine administrative expenses repair of the Company or its SubsidiariesProperty, includingexpenses incurred by Landlord, but not limited tolegal and accounting expenses, the cost of capital improvements or other modifications to the preparation Property which reduce Operating Expenses of Returnsthe Property (amortized in accordance with generally accepted accounting principles consistently applied over the useful lives of such improvements or modifications), cash alterations and improvements to the Property, including the Leased Premises, made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies after the Commencement Date, or a violation of existing law, code or regulation which becomes of record after the Commencement Date, and any other expense or cost, which, in accordance with generally accepted accounting principles and the standard management expenses and insurance and practices for office buildings comparable to the Building would be considered as an expense of operating, maintaining or repairing the Property. Excluded from Operating Expenses are costs reimbursed by insurance, the cost of work performed specifically for a tenant in the Building for which such tenant reimburses Landlord, legal expenses, (x) all expenses fees incurred in connection with the negotiation and preparation of leases in the Building or with respect to any indebtedness disputes with tenants of the Company or other credit arrangement (including any line of creditBuilding, loan commitment or letter of credit costs in connection with preparing space for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment bankinga new tenant, real estateestate brokers’ commissions and any salaries paid to any principal, taxowner or stockholder of Landlord unless paid as reimbursement for specific services which may come under the definition of Operating Expenses as set forth herein, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle those items set forth in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (Exhibit “Operating Expenses”)F” annexed hereto.

Operating Expenses. Expenses, The term "OPERATING EXPENSES" shall mean all costs and liabilities expenses paid or incurred in connection with respect to the ownership, repair, replacement, restoration, maintenance and operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this AgreementProperty, including, without limitation, the following: (i) all expensescosts, costs wages and liabilities incurred benefits of employees or other agents of Landlord or Agent engaged in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, maintenance or rendition of other disposition services to or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, Property; (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transferextent not separately metered, servicing and accounting for the Company’s cash and Securitiesbilled, including or furnished, all charges of depositories for utilities and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings services furnished to either or both of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account Property and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company Premises (including, without limitation, fees the Common Areas [ as hereinafter defined]), together with any taxes on such utilities; (iii) all premiums for casualty, workers' compensation, liability, boiler, flood and expenses all other types of independent auditorsinsurance provided by Landlord and relating to the Property , accountants all third party administrative costs incurred in connection with the procurement and counselimplementation of such insurance policies, and all deductibles paid by Landlord pursuant to insurance policies required to be maintained by Landlord under this Lease; (iv) the cost of all supplies, tools, materials and equipment utilized in the ownership arid operation of the Property, and sales and other taxes thereon; (v) amounts charged (including, without limitation, those costs and expenses set forth in Section 13.2(i) below) by any or all of preparing contractors, materialmen and circulating the reports called suppliers for by Section 8.1 hereof services, materials and any fees or imposts of a governmental authority imposed supplies furnished in connection with such books and records and statements) and other routine administrative expenses any or all of the Company or its Subsidiariesoperation, repair and maintenance of any part of the Property , including, but not limited towithout limitation, the structural elements of the Property and the Common Areas; (vi) management fees to Agent or other persons or management entities actually involved in the management and operation of the Property (which persons or management entities may be affiliates of Landlord); (vii) any capital improvements made by, or on behalf of, Landlord to the Property that are either or both (a) designed to reduce Operating Expenses and (b) required to keep the Property in compliance with all governmental laws, rules and regulations (enacted from and after the date of this Lease) applicable thereto, from time to time, the cost of which capital improvements shall be reasonably amortized by Landlord over the preparation useful life of Returnsthe improvement, cash management expenses and insurance and legal expenses, in accordance with generally accepted accounting principles; (xviii) all expenses professional fees incurred in connection with any indebtedness the operation, management and maintenance of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment Property; and (xiiiix) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiverTaxes, if necessary) (“Operating Expenses”)as hereinafter defined.

Operating Expenses. “Operating Expenses, ” shall include all costs and liabilities expenses incurred by Landlord in connection with owning, operating, managing, repairing and replacing the operation of the Company Building and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this AgreementCommon Area, including, without limitationbut not limited to, all costs and expenses of: (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith)Landlord’s Insurance, whether or not consummated, required by any Landlord’s Lender; (ii) costs pest control, cleaning of exterior windows, cleaning, sweeping, striping, painting, resurfacing, repaving, seal coating, disposing of refuse, inspecting, planting and liabilities incurred in connection with litigation or landscaping (including, but not limited to, tree trimming and plants located within the Building) for the Building (exclusive of the Premises and any other extraordinary events, directors premises used exclusively by another tenant) and officers liability and other insurance expenses, Common Area; (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting providing janitorial services for the CompanyBuilding’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account Common Area and the preparation of audited or unaudited financial statements required to implement Building’s individual suites (including the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its SubsidiariesPremises), including, but not limited to, the cost of uniforms, equipment and employment taxes; (iv) providing, at the preparation sole discretion of ReturnsLandlord, cash management expenses security, including, but not limited to, electronic intrusion and insurance fire control devices, card key access systems, parking lot attendants, guards and legal expensesany attendant costs of such guards and telephonic alert system devices; (v) complying with all Regulations, as defined in Section 11.2 hereof, and any requirements of Landlord’s Lender, including, but not limited to, improvements or changes required by any current or future Regulations or Landlord’s Lender; (vi) fees for permits and licenses; (vii) attorneys’ and accountants’ fees and disbursements; (viii) court costs (except if involving disputes with other tenants); (ix) replacing and maintaining floors, carpeting, artwork, non-structural walls, hallways, roofs, stairways, elevators, signage for the Building, including, but not limited to, any monument signs (exclusive of the Premises and any other premises used exclusively by another tenant), gutters, pay telephones, downspouts, building service, elevator and escalator service (if any), electrical, lighting, mechanical, plumbing, heating, air conditioning and ventilating equipment and systems, sidewalks, landscaping, drainage, equipment, fixtures, hot water heater, including all labor and materials costs and equipment rental fees, and any other replacement of capital improvements and a reasonable amortization of capital expenditures together with interest on the unamortized balance at the rate of ten percent (10%) per annum; (x) all replacement reserves for non-structural elements; (xi) any other expenses of any kind whatsoever which would reasonably or customarily be included in managing, operating, maintaining, repairing and replacing non-structural items in office buildings in the location in which the Building is situated; (xii) Cost Savings Capital Improvement Amortization (defined below); (xiii) a property management fee as described herein; (xiv) Real Estate Taxes and Utility Expenses, as defined below; (xv) Landlord’s Insurance, as defined below, and (xvi) parking cost for 47 parking spaces leased from Santa Xxxxx Water District (“SCWD”) pursuant to Section 8.4 below. Landlord may establish reasonable reserves for maintaining the Building and Common Area, and for the repair and replacement of improvements in the Building and Common Area, and may include the reserves as Operating Expenses, provided that when the reserves are actually used, the expenditure of the reserves shall not be considered Operating Expenses. Landlord shall be paid a management fee as part of the Operating Expenses equal to three percent (3%) of the gross rentals from the Building for administration of the Building. In lieu of this management fee, Landlord may employ a management organization, including an affiliate of Landlord, in which event Operating Expenses shall include its fee, which may exceed such limitation. Operating Expenses shall be adjusted to reflect ninety percent (90%) occupancy of the Building during any period in which the Building is not one hundred percent (100%) occupied. Notwithstanding the foregoing, Operating Expenses shall not include the following: (i) any ground lease rental for the Land (SCWD lease rentals described in (xvi) above shall be included); (ii) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant or other occupants’ improvements in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; (iii) marketing costs, including without limitation, leasing commissions, attorneys’ fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with any indebtedness lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Company Building; (iv) expenses in connection with services or other credit arrangement benefits which are not offered to Tenant or for which Tenant is charged for directly but which are provided to another tenant or occupant of the Building; (including any line of credit, loan commitment or letter of credit for the Company or related v) costs incurred by Landlord due to the Investment violation by Landlord of the terms and conditions of any lease of space in the Building; (vi) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (vii) Landlord’s general corporate overhead and general and administrative expenses; (viii) any underlying asset))compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (ix) advertising and promotional expenditures, and costs of signs in or on the Building identifying the owner of the Building or other tenants’ signs; (x) tax penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any tax or informational returns when due; (xi) all legalcosts for which Landlord has been compensated by a management fee, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred any management fees in excess of those management fees which are normally and customarily charged by the Company or any Parallel Investment Vehicle in respect landlords of its operation and affairs, comparable buildings; (xii) costs arising from the negligence or fault of Landlord or its agents, or any vendors, contractors, or providers of materials or services selected, hired or engaged by Landlord or its agents including, without limitation, the selection of building materials; (xiii) costs arising from Landlord’s charitable or political contributions; (xiv) costs arising from defects in the base, shell or core of the Building, improvements installed by Landlord or repair thereof; (xv) costs (including in connection therewith all expenses attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitration pertaining to Landlord, other tenants and/or the Building; (xvi) costs associated with the acquisition operation of the Investment and (xiii) all expenses and costs associated with the administration and enforcement business of the portion corporation which constitutes Landlord as the same are distinguished from the costs of operation of the Investment comprised Building, including accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the Debt actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building, costs of any disputes between Landlord and its employees (including if such Debt remains outstanding following any) not engaged in Building operation, disputes of Landlord with Building management, or outside fees paid in connection with disputes with other tenants; (xvii) any entertainment, dining or travel expenses for any purpose; (xviii) any flowers, gifts, balloons, etc., provided to any entity whatsoever, including, but not limited to, Tenant, other tenants, employees, vendors, contractors, prospective tenants and agents; (xix) the effective date cost of any “tenant relations” parties, events or promotion not consented to by Tenant in writing; (xx) “in-house” legal and/or accounting fees; or (xxi) the Plan and costs of addressing any environmental condition (not caused by Tenant, its employees, agents, contractors, vendors, guests, or invitees) on or in the appointment of a receiverLand, if necessary) (“Operating Expenses”)Building, or Premises.

Operating Expenses. Expenses, costs Any and liabilities all expenses incurred by Landlord in each calendar year as determined in accordance with accounting procedures established and regularly applied by Landlord in connection with the operation operation, management, maintenance and repair of the Company Building and the Investment Land, which accounting procedures shall be consistent with accounting procedures used by landlords of other comparable first-class office buildings in the Central Business District of Washington, D.C., taking into account the age, finishes on the Lease Commencement Date, method of construction and the performance by the Managing Membersystem design of such comparable buildings ("Comparable Buildings"), the Company and their respective Affiliates excluding Char Service Costs which are treated separately in Paragraph 6 below. By way of their respective obligations under this Agreementexample, including, but without limitation, Operating Expenses shall include any and all of the following: salaries, wages, medical, surgical and general welfare benefits (including health, accident and group life insurance) and other pension contribution payments for employees of Landlord, employees of Landlord's management agent, or both, engaged in the operation, management, maintenance or repair of the Building, but only to the extent that such employees are assigned full-time to the Building; provided, however, that Operating Expenses shall include Landlord's reasonable allocation of compensation paid to employees who are assigned part-time to the operation, management, maintenance or repair of the Building; payroll taxes with respect to the foregoing employees; license fees; costs incurred to achieve compliance with governmental laws, rules, regulations and orders, subject to the limitation set forth hereinbelow with respect to certain of such costs which constitute capital expenditures; electricity, water and sewer charges and other utilities (except as charged directly to tenants); repairs and maintenance but not costs of repairing, improving or altering any space in preparation for occupancy of any new or renewal tenant; cost of materials and supplies for Building maintenance; any local or state surcharges or special charges; utility taxes; capital expenditures made by Landlord during the Term, provided, that such expenditures shall be limited to (i) all expenses, costs those replacements of Building elements with other Building elements and liabilities incurred improvements which serve similar purposes and which in connection with Landlord's reasonable judgment will increase the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation efficiency of the Investment Building (i.e., are reasonably anticipated by Landlord to reduce Operating Expenses as they relate to the item which is the subject of the capital expenditure or which are reasonably anticipated by Landlord to reduce the rate of increase in Operating Expenses as they relate to the item which is the subject of the capital expenditure from what it otherwise would have been in the absence of such capital expenditure) and Temporary Investments or will not change the Investment and Temporary Investments considered for character of the Company (including due diligence in connection therewith), whether or not consummatedBuilding, (ii) costs those replacements and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).improvements,

Operating Expenses. ExpensesThroughout the Term of this Lease, commencing on the Commencement Date, Tenant agrees to pay Landlord as additional rent in accordance with the terms of this Section 4, Tenant’s Share of Operating Expenses for the taxes and insurance for the Project and for all costs and liabilities incurred expenses for the operation, maintenance, repair, and replacement of the Project including, without limitation: (i) any form of real property tax, assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance obtained by Landlord pursuant to Section 21 of this Lease; (v) waste disposal and janitorial services; (vi) security; (vii) labor; (viii) management costs including, without limitation: (A) wages and salaries (and payroll taxes and similar charges) of property management employees, and (B) management office rental, supplies, equipment and related operating expenses and commercially reasonable management/administrative fees; (ix) supplies, materials, equipment and tools including rental of personal property; (x) repair and maintenance of the structural portions of the buildings within the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (xi) maintenance, sweeping, repairs, resurfacing, and upkeep of all parking and other Common Areas; (xii) amortization on a straight line basis over the useful life [together with Interest at the Interest Rate on the unamortized balance] of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project as of the Commencement Date (however, if such expenditure by Landlord is required solely due to Tenant’s particular use, occupancy or alteration of the Premises, then regardless of when such law or regulation became in effect, Tenant shall be responsible for all of such expenditure); or (C) for replacement or restoration of any Project equipment and/or Improvements needed to operate and/or maintain the Project at the same quality levels as prior to the replacement or restoration; (xiii) gardening and landscaping; (xiv) maintenance of signs (other than signs of tenants of the Project); (xv) personal property taxes levied on or attributable to personal property used in connection with the operation of the Company and the Investment and the performance by the Managing MemberCommon Areas; (xvi) reasonable accounting, the Company and their respective Affiliates of their respective obligations under this Agreementaudit, includingverification, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability legal and other insurance expenses, consulting fees; and (iiixvii) all taxes, fees and any other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing repairs, maintenance, painting, lighting, cleaning, and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariessimilar items, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related appropriate reserves. Notwithstanding anything to the Investment (or any underlying asset))contrary in the definition of Operating Expenses set forth in this Lease, (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to Operating Expenses shall not include the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).following:

Operating Expenses. “Operating Expenses, costs and liabilities incurred in connection with the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) ” shall include all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing incurred by Landlord in owning, operating, managing, repairing and circulating replacing the reports called for by Section 8.1 hereof Building and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its SubsidiariesCommon Area, including, but not limited to, all costs and expenses of: (i) Landlord’s Insurance, whether or not required by any Landlord’s Lender; (ii) pest control, cleaning of exterior windows, cleaning, sweeping, striping, painting, resurfacing, repaving, seal coating, disposing of refuse, inspecting, planting and landscaping (including, but not limited to, tree trimming and plants located within the cost Building) for the Building (exclusive of the preparation Premises and any other premises used exclusively by another tenant) and Common Area; (iii) providing, at the sole discretion of ReturnsLandlord, cash management expenses security, including, but not limited to, electronic intrusion and insurance fire control devices, card key access systems, parking lot attendants, guards and legal expensesany attendant costs of such guards and telephonic alert system devices; (iv) complying with all Regulations, as defined in Section 11.2 hereof, and any requirements of Landlord’s Lender, including, but not limited to, improvements or changes required by any current or future Regulations or Landlord’s Lender; (v) fees for permits and licenses; (vi) attorneys’ and accountants’ fees and disbursements; (vii) court costs awarded related to enforcing this Lease Agreement (except if involving disputes with other tenants); (viii) replacing and maintaining floors, carpeting, artwork, non-structural walls, hallways, roofs, stairways, elevators, signage for the Building, including, but not limited to, any monument signs (exclusive of the Premises and any other premises used exclusively by another tenant), gutters, downspouts, building service, elevator service (if any), electrical, lighting, mechanical, plumbing, heating, air conditioning and ventilating equipment and systems, sidewalks, landscaping, drainage, equipment, fixtures, hot water heater, including all labor and materials costs and equipment rental fees, and any other replacement of capital improvements and a reasonable amortization of capital expenditures, together with interest on the unamortized balance at the rate of seven percent (7%) per annum; (ix) replacement reserves for non•structural elements; (x) all any other expenses incurred of any kind whatsoever which would reasonably or customarily be included in connection with any indebtedness of managing, operating, maintaining, repairing and replacing non•structural items in office buildings in the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for location in which the Company or related to the Investment (or any underlying asset)), Building is situated; (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses Cost Savings Capital Improvement Amortization (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, defined below); (xii) all expenses and costs associated with the acquisition of the Investment and a property management fee as described herein; (xiii) all expenses Real Estate Taxes, as defined below; and costs associated (xiv) Landlord’s Insurance, as defined below. Landlord may establish reasonable reserves for maintaining the Building and Common Area, and for the repair and replacement of improvements in the Building and Common Area, and may include the reserves as Operating Expenses, provided that when the reserves are actually used, the expenditure of the reserves shall not be considered Operating Expenses, and provided that any unused reserves during the year are paid back to Tenant with the administration and enforcement delivery of Landlord’s Operating Statement. Landlord shall be paid a management fee as part of the portion Operating Expenses equal to three and one-half percent (3.5%) of the Investment comprised gross rentals from the Building for administration of the Debt Building. In lieu of this management fee, Landlord may employ a management organization, including an affiliate of Landlord, in which event Operating Expenses shall include its fee, which may exceed such limitation. Notwithstanding the foregoing, Operating Expenses shall not include the following: (i) costs, including if such Debt remains outstanding following permit, license and inspection costs, incurred with respect to the effective date installation of tenant or other occupants’ improvements in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).Building;

Operating Expenses. ExpensesThroughout the Term of this Lease, commencing on the Commencement Date, Tenant agrees to pay Landlord as additional rent in accordance with the terms of this Paragraph 6, Tenant's Share of Operating Expenses for the taxes and insurance for the Project and all costs and liabilities incurred in connection with expenses for the operation operation, maintenance, repair, and replacement of the Company and Project including, without limitation: (i) any form of real property tax assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the Investment and the performance by the Managing Memberdirect power to tax, the Company and their respective Affiliates of their respective obligations under this Agreementincluding any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, including, without limitation, any new taxes which are in substitution for or in addition to any current taxes payable hereunder; (iii) any and all expensesassessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance obtained by Landlord pursuant to Paragraph 19 of the Lease; (v) waste disposal and janitorial services; (vi) security; (vii) labor; (viii) management costs including, without limitation: (A) wages and salaries (and payroll taxes and similar charges ) of property management employees, and (B) management office rental, supplies, equipment and related operating expenses and management fees; (ix) supplies, materials, equipment and tools including rental of personal property; (x) repair and maintenance of the structural portions of the buildings with the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (xi) maintenance, costs and liabilities incurred upkeep of all parking and other Common Areas; (xii) depreciation on a straight line basis and rental of personal property used in maintenance: (xiii) amortization on a straight line basis over the useful life [together with interest at the Interest Rate on the unamortized balance) of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project at the time it was originally constructed; or (C) for replacement of any Project equipment needed to operate the Project at the same quality levels as prior to the replacement; (xiv) gardening and landscaping; (xv) maintenance of signs (other than signs of tenants of the Project); (xvi) personal property taxes levied on or attributable to personal property used in connection with the identificationCommon Areas; (xvii) reasonable accounting, structuringaudit, negotiationverification, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability legal and other insurance expenses, consulting fees; and (iiixviii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing repairs, resurfacing, repairing, maintenance, painting, lighting, cleaning, refuse removal, security and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariessimilar items, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)appropriate reserves.

Operating Expenses. ExpensesFor the purposes of this Lease, costs the term "OPERATING EXPENSES" shall mean all reasonable expenses paid or incurred by Landlord (or on Landlord's behalf) as reasonably determined by Landlord to be necessary or appropriate for the efficient operation, maintenance and liabilities incurred in connection with the operation repair of the Company and Land and/or Building, including the Investment and common areas of the performance by the Managing MemberBuilding, the Company and their respective Affiliates of their respective obligations under this Agreement, including, including without limitation, : (i) all expensessalaries, costs and liabilities incurred in connection with the identificationwages, structuringemployer's social security taxes, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition unemployment taxes or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability insurance and other insurance expensestaxes which are levied on wages and salaries, (iii) all taxesmedical, fees surgical, union and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company general welfare benefits (including, without limitation, fees disability and group life insurance) and pension payments of employees of Landlord to the extent such employees are engaged in the repair, operation and maintenance of the Land and/or Building (but specifically excluding any administrative position above the property manager for the Building and/or Land); (ii) payroll taxes, workers' compensation insurance, uniforms and related expenses for such employees; (iii) the cost of all charges for gas, steam, electricity, heat, ventilation, air-conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iv) the cost of painting of public areas; (v) the cost of all charges of insurance, including rent loss insurance not to exceed twelve (12) months, casualty, liability, fire with extended coverage endorsement and fidelity insurance, with regard to the Land and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies for the Land or the Building, including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment, and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the repair, maintenance or operation of the Building amortized over the useful life of such hand tools and movable equipment (as reasonably estimated by Landlord under generally accepted accounting principles consistently applied ("GAAP"); (viii) the cost of all charges for window and other cleaning and janitorial and security services; (ix) charges of independent auditorscontractors performing repairs or services to the Land and/or Building including water treatment, accountants vermin extermination, facade maintenance, roof maintenance, life safety and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) fire alarm equipment and other routine administrative expenses costs for necessary services; (x) non-capital repairs, replacements and general maintenance to the Building; (xi) remodeling of the Company or its Subsidiaries, public and common areas of the Building including, but not limited towithout limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and common areas, the cost of which shall be amortized (with interest at the preparation rate of Returnsnine percent (9%) per annum on the unamortized balance) over the useful life of the improvements as reasonably estimated by Landlord under GAAP; provided, cash however Operating Expenses shall not include costs for remodeling any portion of the Building during the first five (5) years of the Lease term; (xii) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies; (xiii) management fees paid to a third party, or, if no managing agent is employed by Landlord, Landlord shall be entitled to charge a management fee which is not in excess of three percent (3%) of base rent and such fee shall be included in the Operating Expenses; (xiv) the cost of any capital improvements or repairs to the Building and/or of any machinery or equipment installed in the Building amortized (with interest at the rate of nine percent (9%) per annum on the unamortized balance) over the useful life of the improvement, machinery and/or equipment as reasonably estimated by Landlord under GAAP, which is made or becomes operational, as the case may be, after the completion of the construction of the Building and which have a reasonable probability of reducing the expenses which otherwise would be included in Operating Expenses; (xv) legal, accounting and insurance and legal expenses, (x) all expenses other professional fees incurred in connection with any indebtedness operation, maintenance and management of the Company or Land and/or Building; (xvi) the cost of providing elevator service; (xvii) the cost of landscape and parking area maintenance and repair; (xviii) Taxes as defined in Section 4.3; and (xix) all other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related charges properly allocable to the Investment (or any underlying asset))operation, (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal repair and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition maintenance of the Investment and (xiii) all expenses and costs associated Building in accordance with generally accepted accounting principles. Landlord shall use reasonable efforts to keep the administration and enforcement of Operating Expenses to a minimum while operating the Building in a first class manner consistent with other comparable Class A high-rise office buildings in the Portland, Oregon, central business district. Landlord shall use reasonable efforts to recover any portion of the Investment comprised of Operating Expenses from any third party who is liable for the Debt (including if same other than under a lease for space in the Building and credit any such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“recovery against Operating Expenses”).

Operating Expenses. Expenses, costs The term “operating expenses” includes all reasonable and liabilities incurred customary expenses and disbursements (subject to the limitations set forth below) that Lessor incurs during the term of this Lease in connection with the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority project, determined in accordance with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariessound accounting principles consistently applied, including, but not limited to, the following: (a) maintenance, repair and replacement costs; (b) electricity, fuel, water, sewer, gas and other utility charges; (c) security; (d) window washing and janitorial services; (e) trash and snow removal; (f) landscaping and pest control; (g) management fees (if any), but only to the extent such fees are comparable to fees in comparable buildings in the area; (h) wages and benefits payable to employees of Lessor or others (at the level of property manager or below) whose duties are directly connected with the operation and maintenance of the Building; (i) all services, supplies, repairs, replacements or other expenses for maintaining and operating the project, including parking and common areas; (j) all real property taxes and installments of special assessments, including dues and assessments by means of reciprocal easements, deed restrictions and/or owners’ associations which accrue against the Building of which the leased premises are a part during the term of this Lease including the commercially reasonable cost of proceedings contesting any real estate appraisal or assessment; (k) and all insurance premiums Lessor is required to pay or deems commercially reasonably necessary to pay related to the preparation Building, including fire, casualty and extended coverage (including flood and earthquake coverage) and public liability insurance with respect to the project. The term operating expenses does not include the following: (i) repairs, restoration or other work occasioned by fire, wind, the elements or other casualty or condemnation if Lessor’s insurance proceeds or condemnation proceeds covers such loss; (ii) penalties and interest on taxes or income and franchise taxes of ReturnsLessor; (iii) interest or principal payments (or other payments) on any mortgage or other indebtedness of Lessor, cash management or costs of refinancing such indebtedness; (iv) capital expenses related to the Building or the cost of capital improvements or additions; (v) management, accounting, legal, or brokerage fees incurred by Lessor, or other expenses related to leasing tenant space or constructing improvements for the sole benefit of an individual tenant; (vi) costs associated with conforming the Building to present and insurance future laws, ordinances and legal expensesbuilding codes, including, but not limited to, environmental, health and safety laws; (vii) any depreciation allowance or expense; (viii) expenses for repairs or maintenance related to the project which have been reimbursed to Lessor pursuant to warranties or service contracts; (ix) expenses for repairs, alterations, and general maintenance necessitated by the negligence or willful misconduct of Lessor or any other tenant of the Building; (x) all expenses incurred any cost or expense associated with Xx. Xxxxxxxx and/or any maintenance employee to be engaged by Lessee in connection accordance with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), section 5.05 below; and (xi) all legalany other expense which is not a fair and reasonable direct operating expense of the Building, accountingor under generally accepted accounting principles, investment bankingconsistently applied, would not be considered a normal maintenance, repair, management or operating expense of the Building. In the event Lessor elects not to contest any re-assessment or re-appraisal of real estateproperty taxes, tax, financial or other consulting, audit, appraisal and other expenses Lessor shall give Lessee notice of such election at least thirty (30) days prior to the extent not subject last day to reimbursement) incurred by file such proceeding and Lessee shall have the Company right to file a contest to such re-appraisal or re-assessment on behalf of Lessor, at Lessee’s expense; provided, however, that in the event of any Parallel Investment Vehicle in respect abatement of its operation such taxes, the reasonable cost and affairs, (xii) all expenses and costs associated with the acquisition expense of the Investment and (xiii) all expenses and costs associated proceedings shall be a first charge against any recovery. Lessor agrees to cooperate with the administration and enforcement of the portion of the Investment comprised of the Debt (including if Lessee in any such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)contest.

Operating Expenses. Expenses, costs and liabilities incurred in connection with the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the All costs and expenses of preparing operating, ------------------- maintaining and circulating repairing the reports called for by Section 8.1 hereof Building and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its SubsidiariesLand, including, but not limited to: Real Property Taxes; water and sewer charges; insurance premiums for all insurance policies deemed necessary by Landlord; deductible amounts under insurance policies; janitorial services; wages of Landlord's employees engaged in the operation, maintenance or repair of the Building or the Land, including all customary employee benefits, Worker's Compensation and payroll taxes; management fees, or, if no managing agent is retained for the Building, a sum in lieu thereof which is not in excess of the prevailing rate for the management services charged by professional management companies for the operation of similar buildings; legal, accounting and other consulting fees; the cost of the preparation of Returnsair conditioning, cash management expenses heating, ventilation, electricity, water and insurance other services and legal expenses, (x) utilities; elevator maintenance; capital improvements and replacements to all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised Building and the Land made after completion of the Debt (including if Building, which shall be appropriately amortized over the useful life of such Debt remains outstanding following the effective date improvements; capital improvements and replacements to all or any portion of the Plan Building and the appointment Land made after completion of the Building as a receiverresult of or in order to comply with any Laws including, if necessary) but not limited to, Laws pertaining to energy, natural resources conservation, safety or environmental protection, which shall be appropriately amortized over the useful life of such improvements; all costs and expenses incurred by Landlord and interest on any funds borrowed to pay the cost of any of the foregoing capital improvements; supplies, materials, equipment and tools; and maintenance and repair of all parking and common areas. Operating Expenses do not include depreciation on the existing Building and improvements or equipment therein, loan payments (“Operating Expenses”except as expressly provided above), executive salaries or real estate broker's commissions. Tenant shall not be charged for property tax increase due to sales or refinancing of the Building during the term of the Lease.

Operating Expenses. Expenses, costs and liabilities incurred in connection with the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the All costs and expenses of preparing operating, maintaining and circulating repairing the reports called Building and the Land, excluding Real Property Taxes but including (without limitation): sewer charges; insurance premiums for all insurance policies as may be provided by Section 8.1 hereof Landlord in accordance with Article 13; deductible amounts under insurance policies subject to the limitations set forth below; janitorial services; wages of Landlord's employees engaged in the operation, maintenance or repair of the Building or the Land, including all customary employee benefits, Worker's Compensation and payroll taxes; management fees, without duplication, reasonably consistent with the prevailing rates charged by professional management companies for the operation of similar buildings in the area, but if a managing agent is not retained for the Building, a sum in lieu thereof to Landlord in the amount of three percent (3%) of gross rental income provided that if the fee of any such agent subsequently engaged is more than three percent (3%) of gross rental income an equitable approximate adjustment shall be made for the amount attributable to the management fees or imposts for the Base Year for the purpose of a governmental authority imposed in connection with such books and records and statements) determining subsequent increases; legal, accounting and other routine administrative expenses consulting fees; Landlord's cost of condenser water provided for Tenant's HVAC, and other services and utilities except for the charges that are billed directly to tenants; elevator maintenance; capital improvements and replacements made after completion of the Company Building required for the safe and efficient operation of the Building, including but not limited to those required by Laws, excluding amounts expended by Landlord in the performance of its repair and maintenance obligations under Section 10.2, appropriately amortized over the useful life of such improvements; all costs and expenses incurred by Landlord and interest on any funds borrowed to pay the cost of any capital improvements as a result of or its Subsidiariesin order to comply with any Laws, including, but not limited to, Laws pertaining to energy, natural resources conservation, safety or environmental protection; supplies, materials, equipment and tools; and maintenance and repair of all parking and common areas. Operating Expenses do not include depreciation on the cost existing Building and improvements or equipment therein, loan payments (except as expressly provided above), 9 executive salaries or real estate brokers' commissions. Notwithstanding the provisions of this Section 7.1(c), the following shall not be included within Operating Expenses: (i) any ground lease rental; (ii) costs incurred by the Landlord for the repair of damage to the Building to the extent that the Landlord is reimbursed by insurance or condemnation proceeds or by other tenants of the preparation Building (other than as a share of Returnstheir Operating Expense), cash management expenses guarantors or any third parties (except that insurance deductibles paid by Landlord are included as an Operating Expense); (iii) costs, including permit, license and insurance inspection costs, incurred with respect to the construction or installation of tenant improvements for tenants in the Building (including Landlord improvements to the Building) which are incurred in renovating or otherwise improving, decorating, painting or redecorating space for other occupants of the Building, including space planning and legal expensesinterior design costs and fees; (iv) brokerage commissions, finder's fees, attorneys' fees, space planning costs, advertising costs, and other costs incurred by Landlord in leasing or attempting to lease space in the Building; (xv) all attorneys' fees and other costs and expenses incurred in connection with any indebtedness proposals, negotiations or disputes with present or prospective tenants or other occupants of the Company Building; (vi) subject to Landlord's obligations under Section 10.2, repairs, alterations, additions, improvements or replacements made to rectify or correct any defect in the design, materials or workmanship of the structure or systems of the Building; (vii) damage and repairs necessitated by the gross negligence or willful misconduct of Landlord or Landlord's employees, contractors or agents; (viii) any personal property taxes payable by Tenant or by other credit arrangement occupants of the Building; (including any line of credit, loan commitment or letter of credit for the Company or related ix) costs incurred due to the Investment (a violation by Landlord or any underlying asset))tenant of the terms and conditions of any lease of space in the Building, or costs, penalties or fines arising from Landlord's violation of any governmental rule or authority, costs incurred in correcting any building code violations existing as of the Commencement Date; (x) Landlord's general corporate overhead and general administrative expenses; (xi) all legalrentals and other related expenses incurred in leasing equipment ordinarily considered to be of a capital nature under generally accepted accounting principles, accountingexcept equipment that is leased for use in, investment bankingor providing services to the Building, real estateor that is used in providing security, taxoperational, financial and maintenance services, and equipment; (xii) costs arising from Landlord's charitable or political contributions or from costs or fees associated with Landlord's membership in a trade association; (xiii) legal expenses incurred in order for Landlord to resolve disputes with contractors regarding latent defects in the design, materials or workmanship of the Building; (xiv) costs arising from the presence of Hazardous Materials existing in, on or under the Premises or Building as of the date this Lease is signed or which is otherwise exempted from Tenant's indemnity requirements under Section 22; (xv) any late fees, assessments, penalties or similar charges associated with any Operating Expenses resulting from Landlord's gross negligence or willful misconduct; (xvi) expenses incurred by Landlord in connection with services or other consultingbenefits which are not offered to Tenant or items and services for which Tenant or any other occupant of the Building reimburses Landlord (other than through its share of Operating Expenses), auditor which Landlord provides selectively to one or more tenants, appraisal other than Tenant, without reimbursement, and the cost of which is included as Operating Expenses; (xvii) costs of maintaining Landlord's existence, either as a corporation, partnership or other expenses (entity;(xviii) operating reserves for capital items to the extent not subject a capital cost of replacement of such items are, or are planned to reimbursementbe, amortized as an Operating Expense; and (xix) incurred by the Company or any Parallel Investment Vehicle in respect costs of its operation and affairs, (xii) all expenses and costs associated with the acquisition repairs and/or replacements of the Investment roof structure, foundations and (xiii) all expenses and costs associated with the administration and enforcement structural supports of the Building. Tenant's liability for any insurance deductible shall be limited to commercially-reasonable amounts, based upon deductibles maintained by landlords of similar buildings in the vicinity of the Building; provided, however, that in the event of any damage to the Building by earthquake, Tenant's liability for any deductible in connection with any such casualty shall not exceed an amount equal to Tenant's Share of the amortized portion of the Investment comprised deductible, which shall be determined as follows: The deductible, up to a maximum of ten percent (10%) of the Debt full replacement cost of the Building, shall be amortized over the useful life of the repaired or replace improvement (including if such Debt remains outstanding following determined in accordance with generally accepted accounting principles), with interest on the effective unamortized balance at the prevailing market rate of interest paid by Landlord to an institutional lender. For the duration of the Term, commencing with the date of completion of such replacement or repair, Tenant shall pay Landlord monthly, as Additional Rent, Tenant's share of such amortized portion of the Plan and deductible as applicable to such month. Notwithstanding the appointment specific itemization elsewhere in this Lease as to certain components of a receiver, if necessary) (“Operating Expenses”), Landlord shall not be entitled to recover from all tenants of the Building more than its actual costs and expenses of Operating Expenses.

Operating Expenses. Tenant shall pay to Landlord in the manner set forth in Paragraph 15.3 below, Xxxxxx’s pro rata share of the expenses (hereafter “Operating Expenses, costs and liabilities incurred ”) in connection with the maintenance, repair, replacement, and operation of the Company Real Property. It is understood and agreed that the Investment and the performance by the Managing Memberterm “Operating Expenses” shall include , the Company and their respective Affiliates of their respective obligations under this Agreementbut shall not be limited to, including, without limitation, (i) all expenses, costs and liabilities incurred sums expended in connection with the identificationReal Property for (1) salaries, structuringwages, negotiationbenefits and other payroll expenses of employees engaged in the operation, makingmaintenance or repair of the Building; (2) property management fees and expenses; (3) rent (or rental value) and expenses for Landlord’s and any property manager’s offices in the Building; (4) janitorial, monitoringmaintenance, ownershipsecurity, life safety and other services, such as alarm service, window cleaning and elevator maintenance (if applicable) and uniforms for personnel providing services; (5) general maintenance, repairs, painting and pest control within the Building; (6) maintenance, repair and replacement, resurfacing or repaving, painting, and re-striping of paved areas, sidewalks, curbs and gutters; (7) cleaning, sweeping and trash removal; (8) maintenance, replacement and repair of sprinkler systems, irrigation systems, landscaping and ground keeping; (9) management, operation, administrationmaintenance and repair of all public, managementprivate and park areas within and adjacent to the Building; (10) lighting, financingelectricity, salenatural gas, proposed salewater, enforcementwaste disposal, sewage, music and other disposition or valuation utilities and services; (11) maintenance, repair and replacement of signs on the Real Property which tenants and/or occupants of the Investment and Temporary Investments Real Property are not obligated to repair, including any pylon, monument, or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability directional signs and other insurance expensesmarkers and bumpers; (12) maintenance, (iii) all taxesrepair or replacement of any fire protection systems, fees automatic sprinkler systems, lighting systems, heating, ventilation and other governmental charges payable by the Companyair conditioning systems, storm drainage systems, and all expenses incidental to the transferany other utility systems, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings the submetering of the Membersutilities; (13) compliance with all federal, (vi) all reasonable expenses and costs of the Board of Directorsstate, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, local codes laws including, but not limited to, the cost requirements of the preparation of ReturnsAmericans with Disabilities Act (the “ADA”), cash management expenses and insurance and legal expenses, (x) all expenses including costs incurred in connection with the defense and/or settlement of any indebtedness claims alleging any violation of the Company ADA or similar laws and the remediation or correction of any such violations; (14) legal, accounting and other credit arrangement (including any line of credit, loan commitment or letter of credit professional services for the Company Real Property, including costs, fees and expenses of contesting the validity or related applicability of any law, ordinance, rule, regulation or order relating to the Investment Real Property; (or any underlying asset))15) personnel to implement such services and to police the Real Property, police and fire protection services, including security guards, all at the sole discretion of Landlord; (xi16) all legaldepreciation and maintenance on personal property, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal including window and floor coverings in the Common Areas and other expenses public portions of the Real Property, and operating machinery and equipment (to if owned) and rental paid for furniture, fixtures, materials, supplies, tools ,machinery and equipment (if rented) used for the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its management, operation and affairsmaintenance of the Real Property; (17) license, permit and inspection fees and costs; (xii18) all expenses and costs associated with obtaining and maintaining the acquisition insurance described in Section 12.1, above, including any deductibles and attorneys’ fees paid in connection with an insured loss and costs incurred in obtaining insurance proceeds, and including an imputed insurance premium if Landlord self-insures, or a proportionate share if Landlord insures under a “blanket” policy; (19) any parking charges, surcharges or any other costs levied or assessed by local, state or federal government agencies in connection with the use of parking facilities; (20) the Investment cost of any capital improvements made at any time to the Building in accordance with Section 15.2 (11); (21) sales, use and excise taxes; [and] (22) real estate taxes including all real property taxes, general and special assessments, taxes as a result of possessory interest, fees, or any other tax, fee or excise that may be levied or assessed as a substitute for any other real estate tax [ADD IF APPLICABLE: and (xiii23) all expenses and costs associated with shower facilities, bicycle parking, vehicle charging stations]. Landlord may cause any or all of said services to be provided by an independent contractor or contractors. Notwithstanding anything to the administration and enforcement contrary contained herein, Landlord shall have the right, from time to time, to equitably allocate some or all of the portion Operating Expenses for the Real Property among different portions or user groups of the Investment comprised Real Property (the “Cost Pool”) in Landlord’s good faith and reasonable business judgment. The Operating Expenses within each such Cost Pool shall be allocated and charged to the occupants within such Cost Pool in an equitable manner as determined in Landlord’s good faith and reasonable business judgment. [IF APPLICABLE: In addition, Tenant shall pay Landlord, along with Xxxxxx’s monthly payment of such Operating Expenses, an administrative fee equal to ____ percent (__%) of the Debt (including if such Debt remains outstanding following [Rent then payable by Xxxxxx during the effective date of year in question][of the Plan Operating Expenses paid by Landlord and the appointment of a receiver, if necessary) (“Operating Expenses”)charged back to Tenant.]

Operating Expenses. In addition to the Monthly Base Rent, Tenant shall pay to Landlord Tenant’s Percentage of Operating Expenses, in the manner and at the times set forth in the following provisions of this Section 1.18. “Operating Expenses” shall consist of all costs and liabilities incurred expenses of operation, maintenance and repair of the Common Areas of the Property as determined by standard accounting practices and calculated assuming the Property is at least ninety-five percent (95%) occupied. Operating Expenses include the following costs by way of illustration but not limitation: (i) any and all assessments imposed with respect to the Property pursuant to any covenants, conditions and restrictions affecting the Property; (ii) costs, levies or assessments resulting from statutes or regulations promulgated by any government authority in connection with the operation use or occupancy of the Company Property; (iii) all costs of utilities serving the Common Areas and any costs of utilities for the Investment Premises which are not separately metered; (iv) all Taxes and Insurance Costs as defined in the performance by Standard Lease Provisions; (v) waste disposal; (vi) security, if any; (vii) costs incurred in the Managing Member, management of the Company and their respective Affiliates of their respective obligations under this AgreementProperty, including, without limitation: (1) supplies, materials, equipment and tools, (i2) wages, salaries, benefits, pension payments, and fringe benefits (and payroll taxes, insurance and similar governmental charges related thereto) of employees used in the operation and maintenance of the Property, (3) the rental of personal property used by Landlord’s personnel in the maintenance, repair and operation of the Property, (4) accounting fees, legal fees and real estate consultant’s fees, and (5) a management/administrative fee; (viii) repair and maintenance of all expensesportions of the Building and all buildings on the Property other than such portions as are maintained by Tenant or any other tenants, including the elevators (if any), restrooms (if any), structural and non-structural portions of the Building and all other buildings on the Property, and the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord and not maintained by Tenant pursuant to Section 8.2 of the Standard Provisions; (ix) maintenance, costs and liabilities incurred upkeep of all parking and Common Areas; (x) amortization on a straight-line basis over the useful life together with interest at the Interest Rate (as defined in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation Section 1.13 of the Investment and Temporary Investments or Lease Summary) on the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) unamortized balance of all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company a capital nature (including, without limitation, fees capital improvements, capital replacements, capital repairs, capital equipment and expenses capital tools): (1) reasonably intended to produce a reduction in operating charges or energy consumption; or (2) required after the date of independent auditors, accountants and counsel, this Lease under any Law that was not applicable to the Building at the time it was originally constructed; or (3) for repair or replacement of any equipment or improvements needed to operate and/or maintain the Property at the same quality levels as prior to the repair or replacement; (xi) costs and expenses of preparing gardening and circulating landscaping; (xii) maintenance of signs (other than signs of tenants of the reports called for by Section 8.1 hereof and any fees Property); (xiii) personal property taxes levied on or imposts of a governmental authority imposed attributable to personal property used in connection with such books the Property; and records (xiv) costs and statements) and other routine administrative expenses of repairs, resurfacing, repairing, maintenance, painting, lighting and similar items, including appropriate reserves. Landlord shall have the Company right, from time to time, to equitably allocate some or its Subsidiariesall of the Operating Expenses among different tenants and/or different buildings and/or different premises of the Property based upon differing levels of use, includingdemand, but risk or other distinctions among such parties, premises or Buildings (the “Cost Pools”). Such Cost Pools may include, for example, all office space tenants or industrial/R&D space tenants in the Property and may be modified to take into account the addition of any additional buildings within the Property. Accordingly, in the event of such allocations into Cost Pools, Tenant’s Percentage shall be appropriately adjusted to reflect such allocation. In addition, if Landlord does not limited to, furnish a particular service or work (the cost of the preparation which, if furnished by Landlord would be included in Operating Expenses) to a tenant (other than Tenant) that has undertaken to perform such service or work in lieu of Returnsreceiving it from Landlord, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related then Operating Expenses shall be considered to be increased by an amount equal to the Investment (additional Operating Expenses that Landlord would reasonably have incurred had Landlord furnished such service or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (work to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)that tenant.

Operating Expenses. In addition to the Monthly Base Rent, Tenant shall pay to Landlord Xxxxxx’s Percentage of Operating Expenses, in the manner and at the times set forth in the following provisions of this Section 1.18. “Operating Expenses” shall consist of all costs and liabilities incurred expenses of operation, maintenance and repair of the Common Areas of the Property as determined by standard accounting practices and calculated assuming the Property is at least ninety-five percent (95%) occupied. Operating Expenses include the following costs by way of illustration but not limitation: (i) any and all assessments imposed with respect to the Property pursuant to any covenants, conditions and restrictions affecting the Property; (ii) costs, levies or assessments resulting from statutes or regulations promulgated by any government authority in connection with the operation use or occupancy of the Company Property; (iii) all costs of utilities serving the Common Areas and any costs of utilities for the Investment Premises which are not separately metered, (iv) all Taxes and Insurance Costs as defined in the performance by Standard Lease Provisions, (v) waste disposal; (vi) security, if any; (vii) costs incurred in the Managing Member, management of the Company and their respective Affiliates of their respective obligations under this AgreementProperty, including, without limitation: (1) supplies, materials, equipment and tools, (i2) wages, salaries, benefits, pension payments, fringe benefits, (and payroll taxes, insurance and similar governmental charges related thereto) of employees used in the operation and maintenance of the Property, (3) the rental of personal property used by Landlord’s personnel in the maintenance, repair and operation of the Property, (4) accounting fees, legal fees and real estate consultant’s fees, and (5) a management/administrative fee not to exceed four percent (4%) of gross rents for the Property; (viii) repair and maintenance of all expensesportions of the Building and all buildings on the Property other than such portions as are maintained by Tenant or any other tenants, including the elevators (if any), restrooms (if any), structural and non-structural portions of the Building and all other buildings on the Property, and the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord and not maintained by Tenant pursuant to Section 8.2 of the Standard Provisions; (ix) maintenance, costs and liabilities incurred in connection upkeep of all parking and Common Areas; (x) amortization on a straight-line basis over the useful life together with interest at the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation rate of eight percent (8%) per annum on the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) unamortized balance of all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company a capital nature (including, without limitation, fees capital improvements, capital replacements, capital repairs, capital equipment and expenses capital tools): (1) reasonably intended to produce a reduction in operating charges or energy consumption; or (2) required after the date of independent auditors, accountants and counsel, this Lease under any Law that was not applicable to the Building at the time it was originally constructed; or (3) for repair or replacement of any equipment or improvements needed to operate and/or maintain the Property at the same quality levels as prior to the repair or replacement; (xi) costs and expenses of preparing gardening and circulating landscaping; (xii) maintenance of signs (other than signs of tenants of the reports called for by Section 8.1 hereof and any fees Property); (xiii) personal property taxes levied on or imposts of a governmental authority imposed attributable to personal property used in connection with such books the Property; and records (xiv) costs and statements) and other routine administrative expenses of repairs, resurfacing, repairing, maintenance, painting, lighting and similar items. Landlord shall have the Company right, from time to time, to equitably allocate some or its Subsidiariesall of the Operating Expenses among different tenants and/or different buildings and/or different premises of the Property based upon differing levels of use, includingdemand, but risk or other distinctions among such parties, premises or Buildings (the “Cost Pools”). Such Cost Pools may include, for example, all office space tenants or industrial/R&D space tenants in the Property and may be modified to take into account the addition of any additional buildings within the Property. Accordingly, in the event of such allocations into Cost Pools, Tenant’s Percentage shall be appropriately adjusted to reflect such allocation. In addition, if Landlord does not limited to, furnish a particular service or work (the cost of the preparation which, if furnished by Landlord would be included in Operating Expenses) to a tenant (other than Tenant) that has undertaken to perform such service or work in lieu of Returnsreceiving it from Landlord, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related then Operating Expenses shall be considered to be increased by an amount equal to the Investment (additional Operating Expenses that Landlord would reasonably have incurred had Landlord furnished such service or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (work to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)that tenant.

Operating Expenses. For the purposes of this Lease, the term ------------------ "Operating Expenses" shall mean all expenses paid or incurred by Landlord (or on Landlord's behalf) as reasonably determined by Landlord to be necessary or appropriate for the efficient operation, costs maintenance and liabilities incurred in connection with the operation repair of the Company and Land and/or Building including the Investment and common areas of the performance by the Managing MemberBuilding, the Company and their respective Affiliates of their respective obligations under this Agreement, including, including without limitation, : (i) all expensessalaries, costs wages, medical, surgical, union and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company general welfare benefits (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statementsgroup life insurance) and other routine administrative expenses pension payments of employees of Landlord engaged in the repair, operation and maintenance of the Company or its SubsidiariesLand and/or Building; (ii) payroll taxes, includingworkers' compensation insurance, uniforms and related expenses for employees; (iii) the cost of all charges for gas, steam, electricity, heat, ventilation, air- conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iv) the cost of painting of public areas; (v) the cost of all charges of insurance, including but not limited toto all risk property insurance with rent loss coverage, liability and fidelity insurance, with regard to the Land and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies, including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment, and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the repair, maintenance or operation of the Building amortized over the useful life of such hand tools and movable equipment (as reasonably estimated by Landlord); (viii) the cost of all charges for window and other cleaning and janitorial and security services; (ix) charges of independent contractors performing repairs or services to the Land and/or Building; (x) non- capital repairs; (xi) remodeling of the public and common areas of the Building including, without limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and common areas, the cost of which shall be amortized (with interest at the preparation rate of Returns, cash management expenses and insurance and legal expenses, (xnine percent [9%] on the unamortized balance) all expenses incurred in connection with any indebtedness over the useful life of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred improvements as reasonably estimated by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).Landlord;

Operating Expenses. ExpensesAs used in this Section 4 4, costs the term “Building’s Share” shall mean a fraction, the numerator of which is the rentable square footage of the Building, and liabilities incurred the denominator of which is the rentable square footage of the Project Throughout the Term of this Lease, commencing on the Commencement Date, and in connection addition to Tenant’s obligations set forth in Section 3 4 hereof, Tenant agrees to pay Landlord, as additional rent in accordance with the operation terms of this Section 4, the Building’s Share of Operating Expenses for the operation, maintenance, repair, and replacement of the Company Project and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, Common Area including, without limitation, : (i) all expensesany form of real property tax, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company assessment (including, without limitation, change in ownership taxes and assessments), license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project, (iii) water, sewer and other utility charges for the Common Area, (iv) costs of commercially reasonable insurance obtained by landlord, (v) waste disposal and janitorial services, (vi) security (if any), (vii) labor, (viii) commercially reasonable management costs including, without limitation (A) wages and salaries (and payroll taxes and similar charges) of property management employees for the Common Area, (B) management office rental, supplies, equipment and related operating expenses for the Common Area, (C) commercially reasonable management/administrative fees, and (D) association fees and expenses assessments, (ix) supplies, materials, equipment and tools including rental of independent auditorspersonal property, accountants (x) repair and counselmaintenance of the structural portions of the buildings within the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (xi) maintenance, sweeping, repairs, resurfacing, and upkeep of all parting and other Common Areas; (xii) amortization on a straight line basis over the useful life together with interest at the Interest Rate on the unamortized balance of all capitalized expenditures to the Project, (xiii) gardening and landscaping, (xiv) maintenance of signs (other than signs of tenants of the Project), (xv) personal property taxes levied on or attributable to personal property used in connection with the Common Areas; (xvi) reasonable accounting, audit, verification, legal and other consulting fees, and (xvii) any other costs and expenses of preparing repairs, maintenance, painting, fighting, cleaning, and circulating similar items, including commercially reasonable reserves. Notwithstanding anything above to the reports called for by Section 8.1 hereof contrary, the term “Operating Expenses” shall not include costs to correct latent defects in the base, shell and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses core of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (Premises to the extent not subject caused by Tenant or Tenant’s Improvements to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Premises.

Operating Expenses. Tenant shall pay to Landlord in each year or part year of the Term a Proportionate Share of the amount by which the Operating Expenses (defined below) for each such year exceed the Base Operating Expenses (defined below). “Operating Expenses” shall mean all expenses, costs and liabilities disbursements of every kind and nature incurred in connection with the ownership, management, maintenance, repair and operation of the Company Building and the Investment and the performance by the Managing MemberProperty, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or but not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental limited to the transfer, servicing following: (1) cost of wages and accounting for salaries of all employees engaged in the Company’s cash operation and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books Building and surrounding grounds and common areas, including but not limited to payroll taxes, insurance and benefits (all adjusted and prorated equitably with respect to employees which also provide services to other buildings); (2) cost of account all supplies and materials used in the operation, maintenance and repair of the Building and all other portions of the Property; (3) cost of all utilities (including surcharges but excluding late fees), including but not limited to water, sewer, electricity and gas for both the rentable space and the preparation common areas of audited or unaudited financial statements required the Building, and including all costs of repairing, replacing, improving and altering utility systems, lines and equipment at the Premises, Building and Property; (4) costs incurred under all maintenance and service agreements for the Building, including but not limited to implement access control, energy management services, window cleaning, elevator maintenance, janitorial service and landscaping; (5) cost of insurance relating to all of such property, including but not limited to the provisions cost of this Agreement or by any governmental authority with jurisdiction over casualty and liability insurance; (6) cost of non-capital repairs and general maintenance to the Company Building; (including, without limitation, 7) all property management fees and expenses or, in lieu thereof (at the discretion of independent auditorsLandlord), accountants an administrative charge of 10% of all other Operating Expenses; (8) cost of audit and counsel, accounting services; (9) the costs of any improvements required or made necessary by law or changes in law; (10) cost of any capital improvements made to the Building that, in Landlord’s reasonable judgment, will reduce other operating expenses or increase energy efficiency, provided such costs are amortized in accordance with generally accepted accounting principles (“GAAP”) at such rates as may have been paid by Landlord on funds borrowed for the purpose of constructing such capital improvements or, if no such funds were borrowed, at such reasonable rates as are not in conflict with GAAP; and expenses (11) cost of preparing and circulating the reports called for any licenses or permits required by Section 8.1 hereof and any fees or imposts public authority. For purposes of a governmental authority imposed in connection with such books and records and statementsthis provision, Operating Expenses shall not include (a) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, capital improvements (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)except as expressly provided above), (xib) all legalthe costs of tenant improvements within tenant spaces, accounting(c) ground rent or debt service, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (d) depreciation. The “Base Operating Expenses” shall be the Operating Expenses allocable to the extent calendar year 2005. Tenant shall not subject be entitled to reimbursement) incurred by any credit or rebate in the Company or event Operating Expenses in any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with one year during the acquisition of Term are lower than the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Base Operating Expenses”).

Operating Expenses. The term “Operating Expenses, costs ” shall mean any and liabilities all expenses incurred by Landlord in connection with the operation, management, maintenance and repair of the Building and the real estate which supports the Building and all associated easements, rights and appurtenances thereto (“Land”) to the extent such expenses (i) are not the result of the gross negligence or willful misconduct of Landlord or Landlord’s employees, agents, or contractors, and (iii) are not otherwise expressly excluded in this Section 5.1. By way of example, but without limitation, Operating Expenses shall include any and all of the following: salaries, wages, medical, surgical and general welfare benefits (including health, accident and group life insurance), pension payments for employees of Landlord at or below the grade of building manager engaged in the operation, management, maintenance or repair of the Building; license fees; worker’s compensation insurance; compliance with governmental laws, rules, regulations and orders (subject, however, to the limitations hereinafter set forth to the extent such amounts constitute capital expenditures); electricity and other utilities (except as charged directly to tenants); repairs and maintenance, but not costs of preparing, improving or altering any space in preparation for occupancy of any new or renewal tenant; cost of materials; any local or state surcharges or special charges; utility taxes; water and sewer charges; amortization over the Approved Period (with interest at Landlord’s cost of funds or (if the improvement is not financed) at the prime rate reported in The Wall Street Journal plus 400 basis points) for capital expenditures made by Landlord (a) to the extent such capital expenditures are reasonably expected to decrease Operating Expenses or improve the efficiency or safety of the operation of the Company Building, or (b) to comply with Laws (as hereinafter defined) that are enacted after the Lease Commencement Date; premiums for casualty, liability, elevator, worker’s compensation, boiler and machinery, sprinkler leakage, rent loss, use and occupancy or other insurance; security services and costs; uniforms and dry cleaning; payroll taxes; building supplies; cleaning and janitorial services; window cleaning; trash removal; snow removal; repair and maintenance of the Investment grounds, including costs of landscaping, gardening and planting; service or management contracts with independent contractors, including, but not limited to security and energy management services; usual and customary management fees for the performance relevant market area; legal and accounting fees; telephone, telegraph, postage, stationery supplies and other materials and expenses required for the routine operation of the Building; and any other customary or reasonable expense or charge of any nature whatsoever, whether or not herein mentioned, which would be included in Operating Expenses in accordance with sound accounting and management principles generally accepted with respect to the operation of first-class office buildings in the Washington Metropolitan Area. The “Approved Period” shall mean the time period equal to the number of years in the estimated useful life of the improvement, except that with respect to an improvement made for the purpose of reducing Operating Expenses, Landlord may reduce such time period to the number of years that it will take to fully amortize the cost of the capital expenditure if the yearly amortization amount (including interest as aforesaid) is equal to the projected annual savings as reasonably estimated by Landlord. “Laws” shall mean collectively governmental laws and regulations applicable to the Managing Member, Building or Tenant’s use and occupancy of the Company and their respective Affiliates of their respective obligations under this AgreementDemised Premises, including, without limitation, (i) all expenseslife, costs fire and liabilities incurred in connection with the identificationsafety codes, structuringseismic codes, negotiationand/or federal, makingstate or local laws or regulations relating to disabled access, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof Americans With Disabilities Act (ADA) and any fees similar state or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses local law or any regulation, directive or guideline relating thereto. Operating Expenses shall not include any of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal following expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).:

Operating Expenses. Operating Expenses shall consist of all costs, expenses and disbursements of ownership, management, maintenance, operation, administration and repair of the Building, Common Areas, Development and Project and related off-site areas ("Operating Expenses"), including the following costs by way of illustration, but not limitation: any and liabilities incurred all assessments Landlord must pay for the Building and other improvements pursuant to any CC&Rs, REAs (as such terms are defined in Subparagraph 13(e)), tenancy-in-common agreements or similar restrictions and agreements affecting the Development or the Project; real property taxes (defined below) and assessments and any taxes or assessments hereafter imposed in lieu thereof; rent taxes, gross receipt taxes (whether assessed against Landlord or assessed against Tenant and paid by Landlord, or both; water, water management, and sewer charges (including without limitation, maintenance and repair of private sewer lines and sewer hook-ups for the Building or the Premises); accounting, legal and other consulting fees; the net cost and expense of insurance for which Landlord is responsible hereunder or which Landlord or any first mortgagee with a lien affecting the Premises reasonably deems necessary in connection with the operation of the Company and Building (including deductible amounts thereof, exclusive of any portion of the Investment and the performance by the Managing Member, the Company and their respective Affiliates deductible paid under a policy of their respective obligations under this Agreement, earthquake insurance); utilities (including, without limitationlimitation any utilities serving off-site Mitigation Area); window washing; security; labor; utilities surcharges, (i) all expensesor any other costs levied, costs and liabilities incurred assessed or imposed by, or at the direction of, or resulting from statutes or regulations or interpretations thereof, promulgated by any federal, state, regional, municipal or local government authority in connection with the identificationuse or occupancy of the Project or the Premises or the parking facilities serving the Project or premises (collectively, structuring"Governmental Required Expenditures"); any financing costs of same obtained by Landlord on financing of any repairs, negotiationalterations, makingreplacements and improvements where Landlord is entitled to pass through the cost thereof under this Lease; repairs, monitoringalterations, ownershipreplacements and improvements made for safety of persons or property in or about the Project or Common Areas (colectively, operation"Safety Expenditures"); the costs of any other capital expenditures to the extent of any reduction in Operating Expenses ("Efficiency Expenditures"); costs reasonably required to maintain the Development and Project in first class condition and repair as existing on the Commencement Date ("Maintenance Expenditures"); costs incurred in the management of the Building, administrationif any (including supplies, wages and salaries of employees to the extent used in the management, financing, sale, proposed sale, enforcement, other disposition or valuation operation and maintenance of the Investment Building, and Temporary Investments payroll taxes and similar governmental charges with respect thereto); any exaction, assessment, fee, charge or other cost relating to any and all governmentally mandated transportation system management programs and other transportation and traffic measures applying to the Investment Development and Temporary Investments considered Project; Building management office rental, not to exceed the fair market rental value of such office and provided such office is not materially larger than necessary and only for the Company (portion devoted exclusively to management of the Development and/or Project; a management fee not to exceed that payable to first class managers of Comparable Buildings who are not owned, controlled or affiliated with the Landlord; air conditioning; waste disposal; heating; ventilating; elevator maintenance; supplies; materials; equipment; tools; warranties; repair and maintenance of the structural portions of the Building, including due diligence in connection therewith)the plumbing, whether heating, ventilating, air conditioning and electrical systems installed or not consummatedfurnished by Landlord; maintenance costs, (ii) costs including utilities and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance payroll expenses, (iii) all taxes, fees and other governmental charges payable by the Companyrental of personal property used in maintenance, and all other upkeep of all Parking Area and Common Areas; costs and expenses incidental of gardening and landscaping; maintenance of signs (other than Tenant's signs which shall be the sole responsibility of Tenant); personal property taxes levied on or attributable to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred personal property used in connection with the Investment Project; reasonable audit or verification fees; costs and Temporary Investments, (viii) expenses of liquidating the Company repairs, resurfacing, repairing, maintenance, painting, lighting, cleaning, refuse removal, security and its Subsidiaries, (ix) similar items; and costs and expenses incurred in connection with the maintenance leasing and management of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed parking facility used in connection with such books and records and statements) and other routine administrative expenses of the Company or its SubsidiariesProject, including, but not limited to, the cost of the preparation of Returnsfor payroll for clerks, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal attendants and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect persons, including payroll taxes and benefits, payroll processing, bookkeeping, janitorial and cleaning services, striping and painting of its operation parking spaces, repair and affairsmaintenance of parking equipment, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)traffic signs.

Operating Expenses. The term "Operating Expenses, " as used herein shall mean and include all costs and liabilities expenses paid or incurred by Landlord in connection with the operation operation, equipping, maintenance and repair of the Company and the Investment and the performance by the Managing MemberShopping Center, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) excluding all expenses, costs and liabilities incurred expenditures made in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation original construction and installation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account Shopping Center and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (includingCommon Areas. Operating Expenses shall include, without limitation, fees and expenses of independent auditors, accountants and counselbut not be limited to, the costs and expenses of preparing and circulating the reports called for incurred by Section 8.1 hereof and any fees or imposts of a governmental authority imposed Landlord in connection with such books the following: the repair, maintenance, operation, lighting, resurfacing, painting, restriping, cleaning, snow and records ice removal, and statements) janitorial services of and to the Common Areas; cleaning, maintenance, repair, operation, lighting, replacement and renovation of all improvements, equipment, signs and facilities on or about the Shopping Center provided, maintained or repaired by Landlord, including the exterior walls and roofs of the buildings in the Shopping Center, any and all utility, sprinkler and other routine administrative systems, and any landscaping provided or maintained by Landlord and located in or adjacent to the Shopping Center; the operation of any and all transportation services, facilities, equipment and programs provided for the Shopping Center; personnel to implement such services and offices in or near the Shopping Center; any and all real property taxes and assessments allocated by Landlord to the improvements and land comprising the Common Areas (including the portion so allocated of all impositions and other costs and expenses of the Company types included within the definition of "Taxes" pursuant to Section 5.02(e) but excluding amounts that Landlord from time to time allocates to Tenant and requires Tenant to pay a share of pursuant to Section 5.02(b) and Section 5.02(d)); personal property taxes and assessments levied upon or its Subsidiaries, including, but not limited to, the cost in respect of the preparation of Returns, cash management expenses Common Areas or the equipment used in the operation or maintenance thereof; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); comprehensive general liability or commercial general liability insurance and legal expensesother insurance from time to time maintained by Landlord in connection with the Shopping Center and the Common Areas thereof, together with the Insurance Expenses (xas defined in Section 9.06) all (including costs, fees and expenses incurred in connection with arranging, procuring and maintaining all of such insurance); adjustment, repair and restoration of any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (casualty to the extent not subject covered by insurance maintained or required to reimbursement) incurred be maintained by Landlord pursuant to this Lease; pest control in the Company Shopping Center (Tenant acknowledging that the only practical and effective method of conducting a pest control program is to provide pest control service for the entire Shopping Center and that it is impractical and ineffective to perform such service in sections or parts); licenses, permits and inspections required for or made in connection with the Shopping Center, and compliance with laws, statutes, ordinances, rules and regulations from time to time in effect and applicable to the Shopping Center; any new capital improvements made after the original construction and installation of the Shopping Center and Common Areas that are required under any law, statute, ordinance, rule or regulation or any Parallel Investment Vehicle in respect insurance requirement not applicable to or required at the time of its operation such original construction and affairs, (xii) all expenses installation; and costs associated with any new capital improvements made after such original construction and installation that are undertaken for the acquisition protection of the Investment health and (xiii) all expenses safety of occupants and costs associated with customers of the administration Shopping Center or made for the purpose of reducing other Operating Expenses. In the case of any capital expenditure heretofore or hereafter made by Landlord and enforcement of included within Operating Expenses, Landlord may elect, in its discretion, to include within Operating Expenses for any calendar year only the portion of such expenditure determined by amortizing the Investment comprised same over the period and in the manner for amortizing such capital expenditure under GAAP (as defined below) and at such interest rate as Landlord may determine. To the extent that any utility service used in connection with the Common Areas shall not be separately billed by the local servicing utility, Landlord may include in Operating Expenses an amount or amount determined by applying to usage for the Common Areas, as determined by Landlord, the rate or rates that would be applicable if the local servicing utility were providing direct service. In addition to all of the Debt foregoing, Operating Expenses shall include an amount equal to fifteen percent (including if such Debt remains outstanding following 15%) of the effective total of the foregoing Operating Expenses for each calendar year. For purposes of calculating Tenant's share of Operating Expenses pursuant to Section 19.02, the total Operating Expenses for a calendar year shall be reduced by any and all contributions of any and each Major User towards Operating Expenses. "GAAP" shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in any other statement by any other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of any date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)determination.

Operating Expenses. During each month of the Lease Term, on the same date that Monthly Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated by Landlord from time to time, of Tenant's Proportionate Share (hereinafter defined) of Operating Expenses for the Project or Building. Payments for any fractional calendar month shall be prorated. The term "Operating Expenses, " means all costs and liabilities expenses reasonably incurred by Landlord with respect to the ownership, maintenance, and operation of the Project including, but not limited to costs of: Taxes (hereinafter defined) and fees payable to tax consultants and attorneys for consultation and contesting taxes; insurance; utilities; maintenance, repair and replacement of all portions of the Building, Premises, and Project, including without limitation, paving and parking areas, roads, non-structural components of exterior walls, non-structural components of the roofs (including the roof membrane), alleys, and driveways, mowing, landscaping, snow removal, exterior painting, utility lines, fire sprinklers and fire protection systems, the current amortized portion of any capital repairs and replacements of all portions of the Building, Premises, and Project, heating, ventilation and air conditioning systems (as defined below), lighting, electrical systems and other mechanical and building systems; amounts paid to contractors and subcontractors for work or services performed in connection with any of the foregoing; charges or assessments of any association to which the Project is subject; a property management or administration fee payable to a property manager, including Landlord, or any affiliate of Landlord, equal to three (3%) percent of gross receipts due and payable by Tenant to Landlord under this Lease; a deductible for all-risk property insurance not to exceed USD$25,000; security services, if any; trash collection, sweeping and debris removal; and additions or alterations made by Landlord to the Project or the Building in order to comply with Legal Requirements enacted after the Commencement Date (other than those expressly required herein to be made by Tenant) or that are appropriate to the continued operation of the Company and Project or the Investment and Building as an industrial/warehouse facility in the performance market area, provided that the cost of additions or alterations that are required to be capitalized for federal income tax purposes shall be amortized on a straight line basis over a period equal to the useful life thereof as determined by Generally Accepted Accounting Principles.  Operating Expenses do not include (a) debt service under mortgages or ground rent under ground leases; (b) leasing commissions, or the Managing Membercosts of renovating space for tenants (or providing tenants with allowances therefor); (c) repairs, alterations, additions, improvements or replacements made to rectify or correct any defect in the design, materials or workmanship of the Premises, the Company and their respective Affiliates Building or the Project; (d) costs of their respective obligations under this Agreementrepairs, includingrestoration, without limitation, replacements or other work occasioned by (i) all expensesfire, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, windstorm or other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company casualty (including due diligence the costs of any deductibles paid by Landlord) and either (aa) payable (whether paid or not) by insurance required to be carried by Landlord under this Lease, or (bb) otherwise paid by insurance then in connection therewith), whether or not consummated, effect obtained by Landlord (ii) costs and liabilities incurred in connection with litigation the adjudicated negligence or other extraordinary eventsadjudicated intentional tort of Landlord, directors and officers liability and other insurance expensesor any representative, employee or agent of Landlord, (iii) all taxesthe act of any other tenant in the Premises, the Building or the Project, or any other tenant’s agents, employees, licensees or invitees to the extent the applicable cost is, in the Landlord’s reasonable judgment, practically recoverable from such person; (e) costs incurred (less costs of recovery) for any items to the extent such amounts are, in Landlord’s reasonable judgment, recoverable by Landlord under a manufacturer’s, materialman’s, vendor’s or contractor’s warranty; (f) non-cash items, such as deductions for depreciation and amortization of the Premises, the Building or the Project and the Premises, the Building or the Project equipment, or interest on capital invested; (g) legal fees, accountants’ fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance disputes with other tenants or occupants of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counselPremises, the Building or the Project or associated with the enforcement of any lease or defense of Landlord’s title to or interest in the Premises, the Building or the Project or any part thereof; (h) costs and expenses of preparing and circulating incurred due to violation by Landlord or any other tenant in the reports called for by Section 8.1 hereof and any fees Premises, the Building or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses the Project of the Company or its Subsidiaries, including, but not limited to, terms and conditions of any lease; (i) the cost of any service provided to Tenant or other occupants of the preparation Premises, the Building or the Project for which Landlord is entitled to be reimbursed; (j) charitable or political contributions; (k) interest, penalties or other costs arising out of ReturnsLandlord’s failure to make timely payments of its obligations; or (l) costs, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with depreciation or amortization for repairs and replacements required to be made by Landlord under Section 11 of this Lease. Landlord will use commercially reasonable efforts to provide advance written notice to Tenant of any indebtedness non-recurring or extraordinary Operating Expenses.  If Tenant's total payments of Operating Expenses for any year are less than Tenant's Proportionate Share of actual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within 30 days after written demand, and if more, then Landlord shall either, at Landlord’s option, retain such excess and credit it against Xxxxxx's next payments due hereunder or pay such refund to Tenant, except that during the last calendar year of the Company Lease Term or other credit arrangement (including any line extension terms thereof, Landlord shall refund any such excess within 60 days following the termination of creditthe Lease Term or any extension terms thereof, loan commitment provided that an Event of Default does not then exist under this Lease. Any payment required to be paid by Landlord after the expiration or letter earlier termination of credit for the Company or related Lease shall be delivered to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (most recent address Tenant has provided to Landlord. With respect to Operating Expenses which Landlord allocates to the extent not subject to reimbursement) incurred by entire Project or just the Company or any Parallel Investment Vehicle Building, Tenant's "Proportionate Share" shall be the percentage set forth in respect Section 1 of its operation and affairs, (xii) all expenses and costs associated with the acquisition this Lease as Tenant's Proportionate Share of the Investment and (xiii) all expenses and costs associated with the administration and enforcement Project or Tenant’s Proportionate Share of the Building (as applicable) as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises, Building, or the Project. Landlord may equitably increase Tenant's Proportionate Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Investment comprised Project or Building that includes the Premises or that varies with Xxxxxx’s use. The estimated Operating Expenses for the Premises set forth in Section 1 of the Debt (including if this Lease are only estimates, and Landlord makes no guaranty or warranty that such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).estimates will be accurate. 

Operating Expenses. Expenses, costs and liabilities incurred in connection with the The total cost of operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this AgreementProperty, including, without limitation, (i1) all expenses, costs premiums and liabilities incurred in connection deductibles for insurance carried with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental respect to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, Property; (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi2) all reasonable expenses and costs of supplies, materials, equipment, and utilities used in or related to the Board operation, maintenance, and repair of Directorsthe Property or any part thereof (including utilities, unless the cost of any utilities is to be paid for separately by Tenant pursuant to Paragraph 6.1(b)); (vii3) brokerage commissionsall reasonable labor costs, custodial expensesincluding without limitation, appraisal fees salaries, wages, payroll and other investment costs actually incurred in connection with the Investment taxes, unemployment insurance costs, and Temporary Investmentsemployee benefits excluding executives, directors, officers or partners of Landlord; (viii4) expenses of liquidating the Company and its Subsidiariesall maintenance, management fees (ixnot to exceed five percent (5%) expenses incurred in connection with the maintenance of the Company’s books gross rents of account the Building), janitorial, inspection, legal, accounting, and service agreement costs related to the preparation operation, maintenance, and repair of audited the Property or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (part thereof, including, without limitation, service contracts with independent contractors. Any of the above services may be performed by Landlord or its affiliates, provided that fees for the performance of such services shall be reasonable and expenses competitive with fees charged by unaffiliated entities for the performance of independent auditorssuch services in comparable buildings in the area. Operating Expenses shall not include Taxes, accountants leasing commissions; all costs relating to activities for the solicitation and counsel, execution of leases in the Building; the costs and expenses of preparing and circulating correcting defects in the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses construction of the Company Building or its Subsidiariesequipment; the costs of any repair made by Landlord due to partial or total destruction or condemnation of the Building; repair costs paid by insurance proceeds or by any tenant or third party; the initial construction cost of the Building or any depreciation thereof; any debt service or costs related to sale or financing of the Property; any capital expenses, includingexcept those which normally would be regarded as operating, but not limited tomaintenance, or repair costs; tenant improvements provided for any tenant; or any special services rendered to tenants (including Tenant) for which a separate charge is made; depreciation on equipment; the cost of any removal, treatment or remediation of asbestos or any other hazardous substance or gas in the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company Building caused by Landlord or other credit arrangement (including any line tenant; the cost of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial overtime or other consultingexpenses Landlord incurs in curing its defaults or performing work expressly provided for in this Lease to be paid by Landlord. Increases for Controllable Operating Expenses defined as janitorial service; management fees, auditlawn and sprinkler maintenance; parking lot cleaning; interior plant management; window cleaning; signs, appraisal day xxxxxx; security costs; fire equipment service and other expenses maintenance; phone/alarm; exterminating; uniforms; and on-site office expenses; shall be capped annually at no more than five percent (to the extent not subject to reimbursement5%) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)per annum.

Operating Expenses. The term “Operating Expenses” means all costs of management, operation, ownership, maintenance and repair of the Project, including: (a) salaries, wages, bonuses and other compensation (including hospitalization, medical, surgical, retirement plan, pension plan, union dues, parking privileges, life insurance, including group life insurance, welfare and other fringe benefits, and vacation, holidays and other paid absence benefits) relating to employees of Landlord or its agents engaged in the management, operation, maintenance or repair of the Project and costs of training such employees; (b) payroll, social security, workers’ compensation, unemployment and similar taxes with respect to such employees of Landlord or its agents, and costs of providing disability or other benefits imposed by law or otherwise with respect to such employees; (c) property management fees, including Landlord’s fees for any management performed by Landlord or Landlord’s Affiliates not to exceed in the aggregate three percent (3%) of Base Rent (“Management Fees”); (d) costs and expenses for electricity, chilled water, air conditioning, water for heating, gas, fuel, steam, heat, lights, sewer service, communications service, power and other energy related utilities required in connection with the operation, maintenance and repair of the Project; (e) costs and expenses for janitorial service (subject to the limitations set forth in clause (xxxv) of this Section 1.1.46 below), window cleaning, security services, extermination, water treatment, rubbish removal, plumbing and other services, and inspection or service contracts for elevator, electrical, mechanical, sanitary, HVAC and other Building Systems and building equipment; (f) costs and expenses for uniforms (and the cleaning and/or replacement thereof) for personnel providing services to the Project; (g) costs of materials, supplies, tools and equipment used in connection with the operation, maintenance or repair of the Project; (h) costs of painting the exterior of the Building or the Common Areas and costs of maintaining, repairing or replacing the sidewalks, landscaping and other Common Areas; (i) license, permit and inspection fees and charges; (j) premiums and other charges incurred by Landlord with respect to fire, other casualty, boiler and machinery, theft, rent interruption and liability insurance, and any other insurance (including earthquake and/or flood insurance) as may be deemed necessary or advisable in the reasonable judgment of Landlord, or as may be required by any Encumbrancer, all in such amounts as Landlord determines to be appropriate, and, subject to the limitations set forth below, costs of repairing an insured casualty to the extent of the deductible amount under the applicable insurance policy; (k) water charges and liabilities sewer rents or fees; (l) sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Project, the Building or the Building Systems; (m) legal, accounting and other professional services for the Project, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building; (n) costs of telephone, facsimile, postage, courier, stationery supplies and other expenses incurred in connection with the operation operation, maintenance or repair of the Company Project; (o) costs and expenses of repairs to and physical maintenance of the Investment Project, including Building Systems and appurtenances thereto, and repair of worn out equipment, facilities and installations; (p) costs incurred in connection with complying with any audit or reporting requirements imposed by Applicable Laws concerning energy efficiency; (q) costs of any capital improvements, repairs or replacements made by Landlord to the performance Project required under any Applicable Laws which were not applicable to the Project as of the Substantial Completion of Landlord’s Work, each amortized over the useful life thereof as reasonably determined by Landlord, together with interest on the unamortized balance at the Amortization Rate; (r) costs of any capital improvements made by Landlord to the Project acquired to cause, in Landlord’s good faith judgment, an immediate (i.e., commencing within the first year after completion of such repairs or improvements or installation of such equipment) reduction in other Operating Expenses, amortized over the useful life of such improvements at an annual rate (including interest on the unamortized balance at the Amortization Rate) reasonably calculated to equal the amount of Operating Expenses to be saved in each calendar year throughout the Term (as determined at the time Landlord elected to proceed with the capital improvement or acquisition of the capital equipment to reduce operating expenses); (s) payments under any Recorded Documents; and (t) costs incurred in connection with any transportation system management program or similar program, including costs of operating any shuttle bus or similar program (Landlord hereby advises Tenant that no such programs are in effect as of the Lease Date). To the extent costs and expenses described above relate to both the Project and other property, such costs and expenses shall, in determining the amount of Operating Expenses, be allocated as Landlord may reasonably determine to be appropriate. The above enumeration of services and facilities shall not be deemed to impose an obligation on Landlord to make available or provide such services or facilities except to the extent if any that Landlord has specifically agreed elsewhere in this Lease to make the same available or provide the same. Operating Expenses do not include: (i) Real Property Taxes; (ii) legal fees brokerage commissions, advertising costs or other expenses incurred in the negotiation, termination, or extension of leases or in proceedings involving a specific tenant, including lease concessions, rental abatements and construction allowances; (iii) depreciation or amortization on the Building; (iv) debt service, rental under any ground or underlying lease, or interest, principal, points and fees on any mortgage or other debt instrument encumbering the Building (except as expressly provided in the preceding paragraph of this Section); (v) the cost of any improvements or equipment that would be properly classified as capital expenditures (except for any capital expenditures expressly included in Operating Expenses as provided in the preceding paragraph of this Section); (vi) the cost of decorating, improving for tenant occupancy, painting or redecorating portions of the Building to be demised to tenants; (vii) advertising expenses relating to vacant space; (viii) real estate brokers’ or other leasing commissions; (ix) costs for which Landlord is reimbursed by insurance or condemnation proceeds, other tenants (including Landlord as tenant of the University Component) or any our source or covered under any insurance policy required to be carried by Landlord; (x) any bad debt loss, rent loss, or reserves for bad debt loss, rent loss, capital items, future Operating Expenses or any other purpose; (xi) costs relating to maintaining Landlord’s existence, either as a corporation, partnership, or other entity, such as formation and annual entity maintenance fees; cost of accounting for and legal matters relating to the Landlord’s entity as distinguished from such costs of the Project; costs of defending any lawsuits with any mortgagee; costs of any disputes between Landlord and its employees or disputes of Landlord with Building management or personnel; and outside fees paid in connection with disputes with other tenants; (xii) overhead and profit increment paid to Landlord or Landlord’s Affiliate for goods and/or services in the Building to the extent the same exceed the cost of such goods and/or services of comparable quality rendered by unaffiliated third parties of similar skill, competence and experience in Comparable Buildings; (xiii) Landlord’s political or charitable contributions; (xiv) salaries, wages, bonuses and other compensation employees of Landlord that are above the rank of senior property manager or the Building chief engineer; (xv) interest, penalties or other costs arising out of Landlord’s failure to make timely payment of its obligations; (xvi) costs of clean-up, containment, restoration, removal or remediation of Hazardous Materials or related costs where the Hazardous Materials were not brought into the Project by Tenant or other Tenant Parties (pursuant to which the provisions of Section 7.5.1 below shall apply), provided, however, that Operating Expenses may include costs incurred in the cleanup or remediation of minor amounts of Hazardous Materials customarily found in office facilities and costs incurred in connection with the prudent operation and maintenance of the Project, such as monitoring air quality; (xvii) costs and expenses of any item or service which Landlord provides selectively to one or more tenants of the Building other than the Tenant (including Landlord as tenant of the University Component); (xviii) any deductible under Landlord’s insurance policies in excess of commercially reasonable deductibles at that time; (xix) rentals incurred in leasing HVAC systems, elevators or other equipment that if purchased rather than rented, would constitute a capital item that is excluded, except for rental costs incurred in making repairs or in keeping Building systems in operation while repairs are being made; (xx) costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Project; (xxi) costs for which Landlord has been compensated by a management fee to the extent that the inclusion of such costs in Operating Expenses would result in a double charge; (xxii) the cost of any “tenant relations” parties, events or promotions; (xxiii) costs attributable to the Project management office or rent attributable thereto; (xxiv) costs of insurance (A) which is not customarily carried by owners of Comparable Buildings and which was not a component of Operating Expenses in the Base Year, (B) for Landlord’s errors and omissions insurance or (C) for Landlord’s pollution legal liability insurance; (xxv) costs to repair or replace the Project resulting from any fire or other casualty; (xxvi) repairs, alterations, additions, improvements or replacements made to (A) rectify or correct any defect in the design, materials or workmanship of the Project, (B) comply with any Applicable Laws in effect as of Substantial Completion of the Landlord’s Work, or (C) rectify or correct damage caused by the Managing Membernegligence or willful misconduct of Landlord or any Landlord Party; (xxvii) the cost to perform all deferred maintenance items to the extent existing as of the Substantial Completion of Landlord’s Work; (xxviii) costs incurred in installing, operating and maintaining any specialty improvement that (x) is not normally installed, operated and maintained in projects comparable to the Company and their respective Affiliates of their respective obligations under this AgreementBuilding, including, without limitation, an observatory, luncheon club, or athletic or recreational facilities, and (iy) all expenseswas a not component of Operating Expenses in the Base Year; (xxix) costs, fines, penalties or interest incurred due to violation by Landlord of the terms and conditions of any lease or any Applicable Laws, the terms and conditions of any lease, ground lease, mortgage or deed of trust, or other covenants, conditions or restrictions encumbering the Building or the real property on which it is located or due to violation by any other tenant in the Project of the terms and conditions of any lease or any Applicable Laws or other covenants, conditions or restrictions encumbering the Building; (xxx) property management fees in excess of the amount set forth in clause (c) above; (xxxi) costs incurred to correct defective equipment installed in the Project; (xxxii) costs of acquiring or replacing any artwork; (xxxiii) costs and liabilities expenses of providing HVAC service to other tenant spaces in the Building outside of Building Standard Hours; (xxxiv) costs and expenses of providing electricity to areas of the Building outside of the Common Areas; (xxxv) costs and expenses of providing janitorial service to the Premises or the University Component (but janitorial costs incurred with respect to the Common Areas, roof, and exterior sidewalks may be included in Operating Expenses); (xxxvi) costs and expenses to provide water, gas, fuel, steam, lights, sewer service and other utilities to other tenants or occupants of the Building materially in excess of amounts that are the greater of (x) the amounts typically used in connection with ordinary office use, and (y) the amounts used by Tenant; (xxxvii) costs relating to the repair of structural portions of the roof, foundations, floors and exterior walls and all structural seismic upgrading costs; (xxxviii) costs incurred in connection with certification or re-certification pursuant to one or more Green Rating Systems or to support achieving any energy and carbon reduction targets, including costs of any improvements to the identificationProject necessary to achieve certification or re-certification pursuant to one or more Green Rating Systems (unless such costs were a component of Operating Expenses in the Base Year); (xxxix) Landlord’s general overhead expenses not related to the Building; (xl) legal fees, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, accountants’ fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with defense of Landlord’s title to or interest in the maintenance Building or any part thereof; (xli) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord in the Building; (xlii) costs of acquiring and installing signs in or on any of the CompanyBuilding identifying Landlord or any other tenant or occupant of the Building; (xliii) costs incurred in connection with upgrading the Building to comply with disabled access, life, fire and safety codes in effect prior to the Substantial Completion of Landlord’s books Work, and costs incurred in connection with upgrading the Building to comply with the Americans with Disabilities Act of account 1990 and Title 24 of the preparation California Code of audited Regulations (or unaudited financial statements required to implement its successor) as interpreted as of the provisions Substantial Completion of this Agreement or by Landlord’s Work; and (xliv) costs of any governmental authority with jurisdiction over the Company (includingmitigation fees, without limitationimpact fees, fees and expenses of independent auditorssubsidies, accountants and counseltap-in fees, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any connection fees or imposts of a governmental authority similar one time charges or costs (however characterized), imposed in connection with such books the issuance of a certificate of occupancy for the Building shell and records and statements) and other routine administrative expenses of core or any expansion thereof. In addition, Operating Expenses for the Company or its SubsidiariesBase Year shall not include extraordinary market-wide cost increases due to boycotts, includingstrikes, but not limited toconservation surcharges, the cost of the preparation of Returnsembargoes, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company shortages or other credit arrangement (including any line Force Majeure Events, or market-wide security or insurance cost increases due to extraordinary circumstances, such as an act of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)terrorism.

Operating Expenses. For the purposes of this Lease, the term ------------------ "Operating Expenses" shall mean all expenses paid or incurred by Landlord (or on Landlord's behalf) as determined by Landlord for the operation, costs maintenance and liabilities incurred in connection with the operation repair of the Company and Land and/or Building, including the Investment and common areas of the performance by the Managing MemberBuilding, the Company and their respective Affiliates of their respective obligations under this Agreement, including, including without limitation, : (i) all expensessalaries, costs wages, medical, surgical, union and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company general welfare benefits (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statementsgroup life insurance) and other routine administrative expenses pension payments of employees of Landlord engaged in the repair, operation and maintenance of the Company or its SubsidiariesLand and/or Building, includingprovided however that Landlord shall not include in the operating expenses the salaries, wages, etc. of any employee who is separately compensated by Xxxxxxxx's property manager; (ii) payroll taxes, workers' compensation insurance, uniforms and related expenses for employees; (iii) the cost of all charges for gas, steam, electricity, heat, ventilation, air-conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iv) the cost of painting of public areas; (v) the cost of all charges of insurance, including but not limited toto all risk property insurance with rent loss coverage, liability and fidelity insurance, with regard to the Land and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies, including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment, and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the preparation repair, maintenance or operation of Returns, cash management expenses the Building amortized over the useful life of such hand tools and insurance movable equipment (as reasonably estimated by Landlord); (viii) the cost of all charges for window and legal expenses, other cleaning and janitorial and security services; (ix) charges of independent contractors performing repairs or services to the Land and/or Building; (x) all non-capital repairs; (xi) remodeling of the public and common areas of the Building including, without limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and common areas, provided, however, that Landlord shall not include as an operating expense the costs of the initial remodeling of the Building being performed by Landlord; (xii) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies amortized over the useful life of the improvements; (xiii) management fees paid to a third party, or, if no managing agent is employed by Landlord, Landlord shall be entitled to charge a management fee which is not in excess of five percent (5%) of gross revenue, and such fee shall be included in the Operating Expenses; (xiv) the cost of any capital improvements or repairs to the Building and/or of any machinery or equipment installed in the Building amortized (with interest at the rate of nine percent [9%] on the unamortized balance) over the useful life of the improvement, machinery and/or equipment as reasonably estimated by Landlord, which is made or becomes operational, as the case may be, after the completion of the construction of the Building and which have a reasonable probability of reducing the 5 LEASE AGREEMENT expenses which otherwise would be included in Operating Expenses; (xv) reasonable legal, accounting and other professional fees incurred in connection with any indebtedness operation, maintenance and management of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit Land and/or Building which are not incurred solely for the Company or related benefit of any one particular tenant; (xvi) the cost of providing elevator service; (xvii) the cost of landscape and parking area maintenance and repair; (xviii) the common area charges to which the Building is subject; (xix) Taxes as defined in Section 4.3; and (xx) all other charges properly allocable to the Investment (or any underlying asset))operation, (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal repair and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition maintenance of the Investment and (xiii) all expenses and costs associated Building in accordance with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)generally accepted accounting principles.

Operating Expenses. The term "Operating Expenses" shall mean and include all actual, costs necessary, ordinary, and liabilities customary, costs, and fees and disbursements paid or incurred in connection with by or on behalf of Landlord for managing, operating, maintaining and repairing the operation of the Company Building and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this AgreementProperty, including, without limitation, costs of: Landlord's maintenance obligations described in Section 13 herein; repair, maintenance (iincluding paving) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation re-striping of the Investment parking and Temporary Investments or dock areas; maintaining and repairing the Investment plumbing, heating, ventilation, air conditioning (to the extent Landlord is obligated to repair and Temporary Investments considered for maintain the Company (including due diligence in connection therewithsame), whether or not consummatedlighting, (ii) costs and liabilities incurred in connection with litigation or other extraordinary eventsmechanical, directors and officers liability life safety and other insurance expenses, (iii) all taxes, fees systems that serve the Building; common area janitorial services; landscaping and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the wetlands maintenance; maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required services to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, common areas including, but not limited to, providing lighting, water, and sewage services for lavatory purposes, trash removal and plant material replacement; sweeping, policing, and inspection of the common areas; any utilities provided by Landlord to the common areas; management fees; supplies, sundries, sales or use taxes on supplies or services; Landlord's insurance premiums ("Insurance Premiums"); wages and salaries of all persons engaged in the operation, administration, maintenance and repair of the Property (but only for the portion of such persons’ time allocable to the Property), and fringe benefits, including social security taxes, unemployment insurance taxes, cost of providing coverage for disability benefits, cost of any pensions, hospitalization, welfare or retirement plans (allocated in a manner consistent with such persons’ wages), or any other similar or like expenses incurred under the preparation provisions of Returnsany collective bargaining agreement, cash or any other cost or expense which Landlord pays or incurs to provide benefits for employees so engaged in the operation, administration, maintenance and repair of the Property; the charges of any independent contractor who, under contract with Landlord or its representatives, does any of the work of operating, maintaining or repairing of the Property; legal, environmental consulting, and accounting expenses; requirements of any governmental agency having jurisdiction over the Building and the Property; an administrative charge equal to three percent (3%) of all Operating Expenses; and any other expense or charge, whether or not herein before mentioned, which in accordance with generally accepted accounting and management expenses principles applicable to similar class buildings in the municipality in which the Property is located, would be considered as an expense of managing, operating, maintaining or repairing the Property payable by tenants. Notwithstanding anything to the contrary herein, “Operating Expenses” shall not include and Tenant shall in no event have any obligation to perform or to pay directly, or to reimburse Landlord for, all or any portion of the following: (a) costs occasioned by the negligence or willful misconduct or violation of any law by Landlord, or its respective agents, employees or contractors; (b) costs occasioned by casualties or condemnation other than the amount of any deductible under any insurance and legal expensespolicy; (c) costs to correct any construction defect in the Property or to comply with any law applicable to the Property on the Date of the Lease; (d) costs of any renovation, improvement, painting or redecorating of any portion of the Property to be exclusively used by another tenant at the Property; (xe) all expenses costs incurred in connection with negotiations or disputes with any indebtedness other occupant of the Company or other credit arrangement Property; (including f) increases in insurance costs caused by the activities of another occupant of the Property; (g) costs incurred in connection with the presence of any line of creditHazardous Substance, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (except to the extent not caused by the use of, release or emission of the Hazardous Substance in question by Tenant; (h) interest, charges and fees incurred on debt; (i) expense reserves; (j) costs which could properly be capitalized under generally accepted accounting principles, except to the extent needed to repair or maintain existing improvements and amortized over the useful life of the capital item in question; (k) costs for services provided exclusively to another tenant at the Property or of a nature that are payable directly by Tenant under this Lease; (l) any fee, profit or compensation retained by Landlord or its affiliates for management and administration of the Property in excess of 3% of all Operating Expenses; and (m) insurance deductibles in excess of $50,000 and co-insurance payments. Notwithstanding the foregoing, if Landlord installs equipment in, or makes improvements or alterations to, the Property to reduce energy, maintenance or other costs or to comply with any laws, Landlord may include in Operating Expenses reasonable charges for interest paid on the investment and reasonable charges for depreciation of the investment so as to amortize the investment over the reasonable life of the equipment, improvement or alteration on a straight-line basis. Beginning on the Rent Commencement Date, Tenant shall pay, as Additional Rent, Xxxxxx's Percentage of the Operating Expenses monthly in advance, as provided in Section 10 below, based on estimates provided by Landlord from time to time, subject to reimbursementreconciliation as provided in Section 10 below. Operating Expenses of the Building that vary with tenant occupancy will be fairly and reasonably apportioned by Landlord amongst and between those tenants occupying the Building at the time such Operating Expenses are incurred. If any Operating Expenses of the Building are materially increased as a result of one or more tenants, Landlord shall allocate such materially increased Operating Expenses to the tenant(s) responsible therefor, such allocation to be made in Xxxxxxxx's sole reasonable discretion. If during any calendar year of the Term less than one hundred percent (100%) of the rentable area of the Building is occupied by tenants, Landlord shall make an appropriate adjustment of the variable components of Operating Expenses, as reasonably determined by Landlord, to determine the amount of Operating Expenses that would have been incurred had the Building been one hundred percent (100%) occupied. For purposes hereof, "variable components" shall include only those Operating Expenses that are affected by variations in occupancy levels. Any failure by Landlord to timely deliver such estimates as provided in this Section shall not constitute a default by Landlord or operate as a waiver of Landlord's right to collect all or any portion of Additional Rent due pursuant to the terms of this Lease. Notwithstanding any provision of this Lease to the contrary, it is understood and agreed that for purposes of calculating Operating Expenses, excluding "Non-Controllable Operating Expenses", in any year during the Term, the amount of Operating Expenses, excluding Non-Controllable Operating Expenses, shall not exceed 104% of the actual amount of Operating Expenses, excluding Non- Controllable Operating Expenses, in the immediately preceding year, calculated annually on a compounded and cumulative basis. As used herein, the term ''Non-Controllable Operating Expenses" means insurance premiums, utility charges, management charges that are not calculated based upon gross rental revenue, association charges, governmentally mandated charges, snow and ice removal costs, additional costs incurred by service contracts that are not currently union contracts becoming unionized contracts, and extraordinary security expenses required as a result of federal, state or local government mandate or resulting from a specific terrorism event. Tenant's liability for Non-Controllable Operating Expenses shall not be similarly limited. The language of this paragraph shall apply to the Company or Premises demised hereunder and any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)expansion space.

Operating Expenses. Expenses, All costs and liabilities expenses incurred by Landlord during any Fiscal Year, as defined in Subsection 1.G. above, in managing, operating and maintaining the Building and the Land, as determined by Landlord in accordance with an accounting system established and regularly applied by Landlord on a consistent basis. Such costs and expenses shall include, but not be limited to, the cost of water, gas, sanitary sewer, storm sewer, electricity and other utilities, trash removal, telephone services, insurance, janitorial and char services and supplies, security services, labor costs (including social security taxes and contributions and fringe benefits), charges under maintenance and service contracts (including but not limited to chillers, boilers, elevators, window and security services), central heating and air conditioning, management fees, business taxes, license fees, public space and vault rentals and charges, costs, charges and other assessments made by or for any entity operating a business improvement district in which the Building is located, condominium fees, assessments, dues, expenses, and other charges which are paid by Landlord as a result of the Building, the Land or part or all of both being part of a condominium, and the cost of any equipment or services provided by Landlord in connection with the operation servicing, operation, maintenance, repair and protection of the Company Building and the Investment Land and related exterior appurtenances (whether or not provided on the performance Lease Commencement Date). Operating Expenses shall include the cost of capital improvements made by Landlord to manage, operate or maintain the Managing MemberBuilding, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities together with any financing charges incurred in connection with therewith, provided that such costs shall be amortized over the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation useful life of the Investment improvements and Temporary Investments or only the Investment and Temporary Investments considered portion attributable to the Fiscal Year shall be included in Operating Expenses for the Company (including due diligence in connection therewith)Fiscal Year, whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental except that no portion thereof which is attributable to any capital improvement which is completed at any time prior to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings expiration of the Members, Base Year shall be included in Operating Expenses for any Fiscal Year (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost Base Year) and further provided, that such expenditures shall be limited to (i) those replacements of building elements with other building elements which serve similar purposes and which are reasonably necessary to keep the Building in good repair, in Landlord’s judgment, and which will not change the character of the preparation of Returns, cash management expenses and insurance and legal expensesBuilding, (xii) all improvements or building elements added to the Building which in Landlord’s judgment will increase the efficiency of the Building (i.e., are anticipated by Landlord to reduce Operating Expenses as they relate to the item which is the subject of the capital expenditure or to reduce the rate of increase in the Operating Expenses which relates to the item which is the subject of the capital expenditure from what it otherwise may have been reasonably anticipated to be in the absence of such capital expenditure), or (iii) improvements which are required to comply with the requirements of any laws, regulations, or insurance or utility company requirements. Operating Expenses shall not include: (i) Real Estate Tax Expenses, (ii) payments of principal and interest on any Mortgages, (iii) leasing commissions, (iv) costs of preparing, improving or altering any space in preparation for occupancy of any new or renewal tenant, (v) legal fees incurred by Landlord in the preparation or negotiation of leases in the Building and amendments thereto, or (vi) expenses incurred in connection with any indebtedness services or other benefits of a type or quantity beyond the scope of this Lease which are not made available to Tenant but which are provided to one or more other tenants or occupants of the Company Building. In the event that, during any Fiscal Year, Base Year or other credit arrangement portion thereof during the Term, Landlord shall furnish any utility or service which is included in the definition of Operating Expenses to less than one hundred percent (including 100%) of the rentable area of the Building because (i) less than all of the rentable area of the Building is occupied, (ii) any line such utility or service is not desired or required by any tenant, or (iii) any tenant is itself obtaining or providing any such utility or service, then the Operating Expenses for such Fiscal Year and the Base Year shall be increased to equal the total expenses that Landlord reasonably estimates it would have incurred if Landlord had provided all such utilities and services to one hundred percent (100%) of credit, loan commitment or letter the rentable area of credit the Building for the Company entire Fiscal Year or related to Base Year. For example, if the Investment average occupancy rate of the Building during a Fiscal Year is eighty percent (or any underlying asset)80%), the janitorial contractor’s charges are $1.00 per occupied rentable square foot per year, and the Building contains one hundred thousand (xi100,000) all legalrentable square feet of space, accountingthen it would be reasonable for Landlord to estimate that, investment bankingif the Building had been one hundred percent (100%) occupied during the entire Fiscal Year, real estatejanitorial charges for such Fiscal Year would have been One Hundred Thousand Dollars ($100,000) and to compute the Operating Expenses for such Fiscal Year accordingly. In no event shall the provisions of this paragraph be used to enable, tax, financial or other consulting, audit, appraisal Landlord to collect from the tenants of the Building more than one hundred percent (100%) of the costs and other expenses (to the extent not subject to reimbursement) incurred by Landlord in managing, operating and maintaining the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan Building and the appointment of a receiver, if necessary) (“Operating Expenses”)Land.

Operating Expenses. ExpensesThroughout the Term of this Lease, commencing on the Commencement Date, Tenant agrees to pay Landlord as additional rent in accordance with the terms of this Paragraph 6, Tenant's Share of Operating Expenses for the taxes and insurance for the Project and all costs and expenses for the operation, maintenance, repair, and replacement of the Project including, without limitation: (i) any form of real property tax assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance obtained by Landlord pursuant to Paragraph 19 of the Lease; (v) waste disposal and janitorial services; (vi) security; (vii) labor; (viii) management costs including, without limitation; (A) wages and salaries (and payroll taxes and similar charges) of property management employees, and (B) management office rental, supplies, equipment and related operating expenses and management fees; (ix) supplies, materials, equipment and tools including rental of personal property; (x) repair and maintenance of the structural portions of the buildings with the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (xi) maintenance, costs and liabilities incurred upkeep of all parking and other Common Areas; (xii) depreciation on a straight line basis and rental of personal property used in maintenance; (xiii) amortization on a straight line basis over the useful life (together with interest at the Interest Rate on the unamortized balance) of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project at the time it was originally constructed; or (C) for replacement of any Project equipment needed to operate the Project at the same quality levels as prior to the replacement; (xiv) gardening and landscaping; (xv) maintenance of signs (other than signs of tenants of the Project); (xvi) personal property taxes levies on or attributable to personal property used in connection with the operation of the Company and the Investment and the performance by the Managing MemberCommon Areas; (xvii) reasonable accounting, the Company and their respective Affiliates of their respective obligations under this Agreementaudit, includingverification, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability legal and other insurance expenses, consulting fees; and (iiixviii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing repairs, resurfacing, repairing, maintenance, painting, lighting, cleaning, refuse removal, security and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariessimilar items, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)appropriate reserves.

Operating Expenses. Tenant shall pay Landlord Tenant's Prorata Share of Operating Expenses. "Operating Expenses" shall mean all expenses of every kind (other than Taxes) which are paid, costs and liabilities incurred or accrued for, by or on behalf of Landlord during any calendar year any portion of which occurs during the Term, in connection with the management, repair, maintenance, restoration and operation of the Company Property (which includes expenses attributable to the business campus of which the Property is a part to the extent such expenses are appropriately and proportionately assessed to the Investment and the performance by the Managing MemberProperty), the Company and their respective Affiliates of their respective obligations under this Agreement, including, including without limitation, any amounts paid for: (ia) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered utilities for the Company (Property, including due diligence in connection therewith)but not limited to gas, whether or not consummatedsteam, (ii) costs and liabilities incurred in connection with litigation chilled water, oil or other extraordinary eventsfuel, directors water, sewer, common area electric, lighting, heating, air conditioning and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company ventilating (including, without limitation, fees and expenses of independent auditorstaxes on utility usage), accountants and counsel, (b) intentionally omitted,(c) insurance applicable to the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, includingProperty, but not limited toto the amount of coverage Landlord is required to provide under this Lease and reasonable insurance deductibles not to exceed $100,000, (d) supplies, tools, equipment and materials used in the cost operation, repair and maintenance of the preparation Property including, without limitation, costs of Returnsthe maintenance, cash management expenses operation, and insurance and legal expensesrepair of the HVAC systems serving the Building if any, exclusive of systems which serve only a particular tenant’s space, (xe) accounting, legal, inspection, and other services relating to the operation and management of the Property, (f) any equipment rental of any kind (or installment equipment purchase or equipment financing agreements), (g) management fees of not more than three percent (3%) of the gross revenues of the Building, (h) intentionally omitted, (i) wages, salaries and other compensation and benefits (including travel costs not to exceed $3,000 per year) for all expenses persons engaged in the operation, management, maintenance or security of the Property, and employer's Social Security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages, salaries, compensation and benefits, provided that such wages and benefits for persons who do not work full time at the Building shall be prorated based on time spent working on Building matters, (j) payments under any easement agreement, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs in any planned development, association or business park to the extent such payments are appropriately and proportionately assessed to the Property, (k) operation, repair, and maintenance of all Systems and Equipment and components thereof (including replacement of components), alarm and security service, window cleaning, trash removal, cleaning of walks, parking facilities and Property walls, removal of ice and snow, maintenance and replacement of shrubs, trees, grass, sod and other landscaped items, irrigation systems, drainage facilities, fences, curbs, and walkways, re-paving and re-striping parking facilities, and roof repairs; (l) intentionally omitted; (m) any carbon tax, carbon credit, or other so-called carbon offset cost payable by Landlord with respect to Building operations, whether pursuant to a cap and trade carbon emission system or otherwise; (n) costs to repair, operate and maintain the Building’s parking facilities, (o) intentionally omitted, (p) if any, costs of the Building’s common generator(s) and all systems and equipment related thereto (as opposed to any New UPS); and (q) costs incurred by Landlord in connection with any indebtedness environmental initiative and/or operations & maintenance plan implemented by Landlord at the Property whether or not such initiatives are mandated by law including, without limitation, costs to: install water efficient irrigation, plumbing and fixtures; reduce heat islands; control stormwater; reduce chemical emissions; manage refrigerants; optimize energy performance and increase efficiencies; store and collect recyclables; promote usage of recycled content; and implement sustainable purchasing and waste management policies. Notwithstanding the Company or other credit arrangement (including any line of creditforegoing, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent Operating Expenses shall not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).include:

Operating Expenses. Expensesall costs, costs charges and liabilities expenses incurred by the Landlord, without duplication, in connection with the operation operation, maintenance and repair of the Company Land and Building and by way of example only but without limiting the Investment generality of the foregoing, shall include the following: heating, ventilating and air-conditioning costs, maintenance, repairs and replacements; management or administration fees and expenses (which fees shall be equal to five percent (5%) of the performance gross revenue derived by Landlord from the Managing MemberLand and Building); salaries, wages, medical, surgical, general welfare benefits (including group life insurance and pension payments), payroll taxes, workmen's compensation insurance contributions and unemployment insurance contributions for the Company employees of the Landlord (including the Building manager but excluding all executive personnel of the Landlord to the extent not specifically responsible for the administration of the Land and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (iBuilding) all expenses, costs and liabilities incurred engaged in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation maintenance and repair of the Investment Land and Temporary Investments or the Investment Building; security personnel and Temporary Investments considered for the Company systems; electricity (except as charged separately to tenants), fuel, water (including due diligence in connection therewithsewer rental) and other utilities, taxes (excluding, to avoid duplication, Real Estate Taxes and Tax on Capital), whether licenses and fees; insurance costs, premiums and deductible payments in respect of fire, casualty, liability, property damage, boiler, loss of rental and such other form or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other forms of insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental relating to the transferLand and Building from time to time in effect; cleaning, servicing supervision, maintenance, operation and accounting for the Company’s cash and Securitiesrepair costs, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of charges relating to the Members, (vi) all reasonable expenses Land and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company Building (including, without limitation, the elevators, the garage and parking facilities, and other common areas and facilities) and the equipment, systems and fixtures therein and the making of all necessary repairs, modifications, renovations or replacements therein and thereto; building and cleaning supplies; equipment rental; depreciation of machinery, equipment, facilities and systems which by their nature require periodic replacement (to be amortised as required in the immediately following sentence of this paragraph 1.01(l)); cleaning of windows and exterior curtain walls; cleaning and maintenance of grounds (including snow removal), gardening and landscaping; garbage and waste collection and disposal; amounts payable pursuant to service contracts with independent contractors for maintenance, elevators, cleaning, refuse removal, security operations and repairs; expenditures relating to energy conservation measures or programs; legal and accounting fees and expenses of independent auditors, accountants and counsel, incurred with respect to the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses operation of the Company or its Subsidiaries, including, but not limited to, Land and Building. Without limiting the cost generality of the preparation of Returnsforegoing, cash management expenses and insurance and legal expensesOperating Expenses includes all capital expenditures relating to the foregoing which in accordance with generally accepted accounting principles, (x) all expenses incurred in connection with any indebtedness shall be amortised on a straight-line basis over the useful life of the Company or other credit arrangement (including any line of creditexpenditure in question, loan commitment or letter of credit for it being understood that only the Company or related to amortised portion plus interest on the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the unamortised portion of the Investment comprised of capital expenditure, at the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiverlending rate actually charged or chargeable to Landlord from time to time by its lenders, if necessary) (“will be included in Operating Expenses”).Expenses for each year. Operating Expenses shall not include:

Operating Expenses. [Illegible] operation, maintenance and repair of the Building and Property and of the heating, ventilation and air conditioning (“HVAC”), plumbing, electrical, utility and safety systems for the Common Areas and Building, including without limitation: compliance with Landlord’s obligations under Section 10.03(c) of this Lease; gardening and landscaping; snow removal; utility, water and sewage services; maintenance of signs (other than tenants’ signs); supplies, materials and equipment purchased or rented, total wage and salary costs paid to, and all contract payments made on account of, all persons at or below the level of site or building manager to the extent engaged in the operation, maintenance, security, cleaning and repair of the Premises, including Social Security, old age and unemployment taxes and so-called “fringe benefits”; services furnished to tenants of the Building at Landlord’s expense and maintenance and repair of and services provided to or on behalf of the Building performed by Landlord’s employees or by other persons undo contract with Landlord; utilities consumed and expenses incurred in the operation, maintenance and repair of the Building including, without limitation, oil, gas, electricity (other than electricity to tenants in their demised promises if Tenant is directly responsible for payment under this Lease on account of electricity consumed by Tenant), water, sewer and snow removal; costs incurred by Landlord to comply with the terms and conditions of the PTDM Agreement excqit to the extent excluded pursuant to Section 8.03; workers’ compensation insurance and property and liability insurance; personal property taxes; rental or lease payments paid by Landlord for rented or leased personal property used in the operation or maintenance of the Common Areas or Building; fees for required licenses and permits; routine maintenance and repair of roof membrane, flashings, gutters, downspouts, roof drains, skylights and waterproofing; maintenance and repair of loading docks, parking areas and paving (including sweeping, striping, repairing, resurfacing, and repaving); general maintenance and repair, painting; lighting; cleaning; refuse removal; security and similar items; reserves for roof replacement, exterior painting and other appropriate reserves; and property management fees. Landlord may use third parties or affiliates to perform any of these services, and the cost thereof to the extent the same does not exceed the market costs of such services rendered by unaffiliated third parties shall be included in Operating Expenses. Landlord shall make a reasonable allocation of the cost of any Operating Expenses incurred jointly for the Property and any other property. In addition, if Landlord from time to time repairs or replaces any existing improvements or equipment to the Building (including without limitation energy conservation improvements or other improvements), then the cost of such items that are treated as capital expenses pursuant to generally accepted accounting principles shall be amortized over their reasonable life, together with an actual or imputed interest rate (at the level then being charged by institutional first mortgagees for new permanent first mortgage loans on buildings in the area which are similar to the Building) and included in Operating Expenses. [Illegible] the cost of repairs or other work incurred by reason of fire, windstorm or other casualty to the extent Landlord is reimbursed for such costs by insurance or would have been reimbursed if Landlord maintained insurance in the manner required by this Lease, except for reasonable deductibles paid under insurance policies maintained by Landlord; costs associated with the operation of the business of Landlord and/or the sale and/or financing of the Building, as distinguished from the cost of Building operations, maintenance and repair; costs of disputes between Landlord and its employees, tenants or contractors; any ground or underlying lease rental; bad debt expenses and interest, principal, points and fees on debts or amortization on any mortgage or other debt instrument encumbering the Building or the Property; costs of any new improvements or equipment added to the Building (including without limitation energy conservation improvements or other improvements) that under generally accepted accounting principles are properly classified as capital expenditures except to the extent such items (a) will, in Landlord’s reasonable estimate, result in a reduction in Operating Expenses (in which case Landlord shall only include each year in Operating Expenses the amount of Landlord’s reasonable estimate of such annual reduction in Operating Expenses, but may recover the aggregate of such anticipated annual savings over the course of 12 months in equal installments, rather than over the useful life of such capital item) or (b) are required by changes in law occurring after the Delivery Date; provided, however, if Landlord leases any items of new capital equipment, then the rentals and other costs paid pursuant to such leasing shall be included in Operating Expenses for the expense year in which they were incurred; costs incurred by Landlord to the extent that Landlord is reimbursed by insurance proceeds or is otherwise reimbursed by third parties; depreciation, interest payments, and amortization, except on equipment, materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation, amortization and interest payment would otherwise have been included in the charge for such third party’s services, all as determined in accordance with generally accepted accounting principles, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; advertising and promotional expenditures, and costs of acquisition and maintenance of signs in or on the Building identifying the owner of the Building or tenants; marketing costs, including leasing commissions, attorneys’ fees (in connection with the negotiation and preparation of letters of intent, leases, subleases and/or assignments), space planning costs, and other costs and liabilities expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building; costs, including permit, license and inspection costs, incurred with respect to the installation of tenants’ or other occupants’ improvements or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; expenses in connection with services or other benefits that are not offered to Tenant or for which Tenant is charged for directly; costs incurred by Landlord due to the violation by Landlord or any tenant of terms and conditions of any lease of space in the Building; management fees paid or charged by Landlord in connection with the management of the Building to the extent such management fee is in excess of the management fee customarily paid or charged by landlords of comparable buildings in the vicinity of the Building; salaries and other benefits paid to the employees of Landlord to the extent customarily included in or covered by a management fee, provided that in no event shall Operating Expenses include salaries and/or benefits attributable to personnel above the level of site or building manager, rent for any office space occupied by Building management personnel to the extent the size of such space exceeds 750 rentable square feet or the rental rate for such office space exceeds the fair market rental value of office space occupied by management personnel of comparable buildings in the vicinity of the Building; amounts paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; Landlord’s general corporate overhead and general and administrative expenses; services provided, taxes attributable to, and costs incurred in connection with the operation of any retail, restaurant and garage operations for the Company Building, and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, any replacement garages or parking facilities; costs and liabilities incurred in connection with upgrading the identificationBuilding to comply with laws, structuringrules, negotiationregulations and codes in effect prior to the Delivery Date; all assessments and premiums that are not specifically charged to Tenant because of what Tenant has done, makingwhich can be paid by Landlord in installments, monitoringshall be paid by Landlord and not included as Operating Expenses except in the year in which the assessment or premium installment is actually paid; costs arising from latent defects in the Base Building Work or Finish Work or repair thereof; costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building, ownershipincluding accounting and legal matters, operationcosts of defending any lawsuits with any mortgage (except as the actions of Tenant may be in issue); costs of selling, administration, managementsyndicating, financing, sale, proposed sale, enforcement, other disposition mortgaging or valuation hypothecating any of Landlord’s interest in the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) Building; costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants; costs arising from the gross negligence or willful misconduct of Landlord or other tenants or occupants of the Company Building or their respective agents, employees, licensees, vendors, contracted or providers of materials or services; and costs for sculpture, paintings, or other credit arrangement (including any line objects of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal art exceeding those costs which are reasonably and other expenses (to the extent not subject to reimbursement) customarily incurred by landlords of similar buildings in the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition same geographic area of the Investment and (xiii) all expenses and costs associated Building. Tenant shall pay Tenant’s Pro Rata Share of Operating Expenses in accordance with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Section 4.02.

Operating Expenses. Tenant shall also pay Landlord monthly in advance, without demand, offset, abatement or deduction, except as set forth herein, as additional rent during the Lease Term, Tenant's Proportionate Share of all costs which Landlord may incur in owning, maintaining, operating, repairing and replacing the building(s), Common Areas and all other improvements within the Project. All such costs are referred to herein as "Operating Expenses" and are hereby defined to include, costs without limitation, the following: (a) maintenance, operational, repair and liabilities replacement costs; (b) electricity, fuel, water, sewer, gas and other common utility charges for the Project; (c) equipment used to perform maintenance, operation, repair or replacement work for the Project; (d) exterior window washing and janitorial services; (e) debris, snow and ice removal; (f) landscaping; (g) management fees (not to exceed 4% of gross Rent); (h) wages and benefits payable to employees of Landlord employed to perform maintenance, operation, repair or replacement work for the Project; (i) all services, supplies, repairs, replacements or other expenses for maintaining, operating, repairing or replacing the Project; (j) improvements made to the Project which are required under any governmental law or regulation that was not applicable to the Project at the time it was constructed; (k) installation of any device or other equipment which improves the operating efficiency of any system within the Premises or the Project and thereby reduces Operating Expenses; (l) all real property taxes and installments of special assessments due and payable during the term of the Lease, including dues and assessments by means of covenants, conditions, easements or restrictions of record and/or owners' associations which accrue against the Project during the term of this Lease and legal fees incurred in connection with actions to reduce the operation same (excluding any special assessments relating to the initial construction of the Company and the Investment and the performance by the Managing MemberProject); (m) all insurance premiums Landlord is required to pay, the Company and their respective Affiliates of their respective obligations under this Agreement, including, including without limitation, fire and extended coverage, commercial general liability insurance, rent loss insurance and other insurance reasonably required by Landlord with respect to the Project (iand all costs borne by Landlord in repairing damage caused by risks which, though insured under such insurance policies, are not covered due to "deductible" provisions therein); (n) all expensesmaintenance, repair and testing of fire sprinkler systems; (o) the yearly amortization of major non-recurring capital expenditures, costs and liabilities incurred in connection with repairs which shall be amortized over the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation useful life of the Investment expenditure, cost or repair as determined by Landlord, and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iiip) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to which would generally be regarded as operating, repair, replacement and maintenance expenses or Common Area expenses. Notwithstanding the extent above, Operating Expenses shall not subject to reimbursement) incurred by include the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).expenses:

Operating Expenses. ExpensesFor purposes of this Article, costs the term "OPERATING EXPENSES" shall mean the sum of (a) Impositions (as defined in Section 5.04 below) and liabilities (b) all expenses paid or incurred by Landlord or on Landlord's behalf in connection with respect of the repair, maintenance and operation of the Company Building, the Land and the Investment curbs, sidewalks and atriums adjoining the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreementsame, including, without limitation, limitation (i) all expensessalaries, costs wages, medical, surgical, union and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company general welfare benefits (including, without limitation, fees group life insurance) and pension payments of employees of Landlord engaged in the repair, operation and maintenance of the Building; (ii) payroll taxes, workmen's compensation, uniforms and related expenses for employees; (iii) the cost of independent auditorsall charges for gas, accountants steam, electricity (determined as if Tenant's Proportionate Share of the Building's electrical service was separately metered to Tenant with respect to the Premises at the electrical utility's current rates for such service), any alternate source of energy, heat, ventilation, air-conditioning, water and counselother utilities furnished to the Building (including, without limitation, the costs Common Elements), together with any taxes on such utilities; (iv) the cost of painting; (v) the cost of all charges for rent, casualty, liability and expenses of preparing fidelity insurance with regard to the Building and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statementsmaintenance and/or operation thereof; (vi) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation purchase or rental of Returnsall supplies (including, cash management expenses without limitation, cleaning supplies), tools, materials and insurance equipment, and legal expensessales and other taxes thereon; (vii) depreciation of hand tools and other movable equipment used in the repair, maintenance or operation of the Building; (viii) the cost of all charges for window and other cleaning and janitorial and security services, plant and landscaping service, plantings and replantings, elevator maintenance and repair, ice and snow removal and trash removal; (ix) charges of independent contractors; (x) all repairs and replacements made by Landlord at its expense; (xi) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies; (xii) a management fee equal to the greater of five (5%) percent of the gross income derived from the Building or the amount which is not in excess of the then prevailing rates for management fees of other first class office buildings in the City of Hartford, Connecticut; (xiii) that portion of the cost of any capital expenditures for repair or replacement of any Building element (which expenses are not chargeable to Operating Expenses under any other clause of this Section and which would be capitalized under Landlord's method of accounting) allocated to that Operating Year by dividing the amount of the expenditure by the useful life (as reasonable estimated by Landlord) of such capital expenditure; (xiv) reasonable legal, accounting and other professional fees incurred in connection with any indebtedness the operation, maintenance and management of the Company or Building, and (xv) all other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related charges properly allocable to the Investment (or any underlying asset))repair, operation and maintenance of the Building in accordance with generally accepted accounting principles; EXCLUDING, HOWEVER, (xi1) all legalan allowance for depreciation on the Building, accounting(2) interest on and amortization of debts, investment banking(3) leasehold improvements, real estate(4) brokerage commissions and advertising expenses for procuring new tenants of the Building, tax(5) refinancing costs, financial or other consulting, audit, appraisal and other expenses (6) the cost of any item included in Operating Expenses under clauses (i)-(xv) to the extent not subject to reimbursement) incurred that such cost is reimbursed by the Company an insurance company, a condemning authority, a tenant or any Parallel Investment Vehicle other party, but if at the time Operating Expenses are determined for an Operating Year such reimbursement has not been made, such cost may be included in respect of its operation Operating Expenses and affairs, (xii) all expenses an adjustment shall be made when and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)reimbursement is actually received by Landlord.

Operating Expenses. Expenses, All costs and liabilities expenses incurred by Landlord during any Fiscal Year, as defined in Subsection 1.G. above, in managing, operating and maintaining the Building and the Land, as determined by Landlord in accordance with an accounting system established and regularly applied by Landlord. Such costs and expenses shall include, but not be limited to, the cost of water, gas, sanitary sewer, storm sewer, electricity and other utilities, trash removal, telephone services, insurance, janitorial and char services and supplies, security services, labor costs (including social security taxes and contributions and fringe benefits), charges under maintenance and service contracts (including but not limited to chillers, boilers, elevators, window and security services), central heating and air conditioning, management fees, business taxes, license fees, public space and vault rentals and charges, costs, charges and other assessments made by or for any entity operating a business improvement district in which the Building is located, condominium fees, assessments, dues, expenses, and other charges which are paid by Landlord as a result of the Building, the Land or part or all of both being part of a condominium, and the cost of any equipment or services provided by Landlord in connection with the operation servicing, operation, maintenance, repair and protection of the Company Building and the Investment Land and related exterior appurtenances (whether or not provided on the performance Lease Commencement Date). Operating Expenses shall include the cost of capital improvements made by Landlord to manage, operate or maintain the Managing MemberBuilding, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities together with any financing charges incurred in connection with therewith, provided that such costs shall be amortized over the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation useful life of the Investment improvements and Temporary Investments or only the Investment and Temporary Investments considered portion attributable to the Fiscal Year shall be included in Operating Expenses for the Company (including due diligence in connection therewith)Fiscal Year, whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental except that no portion thereof which is attributable to any capital improvement which is completed at any time prior to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings expiration of the Members, Base Year shall be included in Operating Expenses for any Fiscal Year (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost Base Year). Operating Expenses shall not include: (i) Real Estate Tax Expenses; (ii) payments of principal and interest on any Mortgages, (iii) leasing commissions, or (iv) costs of preparing, improving or altering any space in preparation for occupancy of any new or renewal tenant. In the event that, during any Fiscal Year or portion thereof during the Term, Landlord shall furnish any utility or service which is included in the definition of Operating Expenses to less than one hundred percent (100%) of the preparation rentable area of Returns, cash management expenses and insurance and legal expensesthe Building because (i) less than all of the rentable area of the Building is occupied, (xii) any such utility or service is not desired or required by any tenant, or (iii) any tenant is itself obtaining or providing any such utility or service, then the Operating Expenses for such fiscal Year shall be increased to equal the total expenses that Landlord reasonably estimates it would have incurred if Landlord had provided all such utilities and services to one hundred percent (100%) of the rentable area of the Building for the entire Fiscal Year. For example, if the average occupancy rate of the Building during a Fiscal Year is eighty percent (80%), the janitorial contractor’s charges are $1.00 per occupied rentable square foot per year, and the Building contains one hundred thousand (100,000) rentable square feet of space, then it would be reasonable for Landlord to estimate that, if the Building had been one hundred percent (100%) occupied during the entire Fiscal Year, janitorial charges for such Fiscal Year would have been One Hundred Thousand Dollars ($100,000) and to compute the Operating Expenses for such Fiscal Year accordingly. In no event shall the provisions of this paragraph be used to enable Landlord to collect from the tenants of the Building more than one hundred percent (100%) of the costs and expenses incurred by Landlord in connection with any indebtedness of managing, operating and maintaining the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan Building and the appointment of a receiver, if necessary) (“Operating Expenses”)Land.

Operating Expenses. Throughout the Term of this Lease, commencing on the Commencement Date, Tenant agrees to pay Landlord as additional rent in accordance with the terms of this Section 4, Tenant's Share of Operating Expenses. As used in this Lease, the term "OPERATING EXPENSES" shall consist of all costs and liabilities incurred expenses for the ownership, operation, maintenance, repair and replacement of the Project as determined by Landlord utilizing standard accounting practices and calculated assuming the Project is one hundred percent (100%) occupied. Operating Expenses shall include the following costs by way of illustration but not limitation: (i) Real Property Taxes; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance obtained by Landlord pursuant to Section 21 of this Lease; (v) waste disposal and janitorial services; (vi) security; (vii) labor; (viii) management costs including, without limitation: (A) wages, salaries, pension payments, fringe benefits, uniforms and dry-cleaning thereof (and payroll taxes, insurance and similar charges ) of property management employees, and (B) management office rental, supplies, equipment and related operating expenses and commercially reasonable management/administrative fees; (ix) supplies, materials, equipment and tools including rental of personal property; (x) repair and maintenance of all portions of the buildings within the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (xi) maintenance, sweeping, repairs, resurfacing, and upkeep of all parking and other Common Areas; (xii) amortization on a straight line basis over the useful life (together with interest at the Interest Rate on the unamortized balance) of all capital expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project as of the date hereof; or (C) for replacement or restoration of any Project equipment and/or improvements needed to operate and/or maintain the Project at the same quality levels as prior to the replacement or restoration; (xiii) gardening and landscaping; (xiv) maintenance of signs (other than signs of tenants of the Project); (xv) personal property taxes levied on or attributable to personal property used in connection with the operation Common Areas; (xvi) reasonable accounting, audit, verification, legal and other consulting fees; and (xvii) any other costs and expenses of repairs, maintenance, painting, lighting, cleaning, and similar items, including appropriate reserves. Notwithstanding the Company and the Investment and the performance by the Managing Memberforegoing, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, Operating Expenses shall not include (i) management costs in excess of four percent (4%) of all expenses, costs and liabilities incurred rent received by Landlord from all tenants leasing space in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummatedProject, (ii) costs repair and liabilities incurred maintenance of the structural walls, foundations, concrete subflooring, structural elements of the roof or underground utilities installed by Landlord in connection with litigation or other extraordinary events, directors any of the buildings within the Project and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings any of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).following:

Operating Expenses. For the purposes of this Lease, the term ------------------ "Operating Expenses" shall mean all expenses paid or incurred by Landlord (or on Landlord's behalf) as reasonably determined by Landlord to be necessary or appropriate for the efficient operation, costs maintenance and liabilities incurred in connection with the operation repair of the Company and Land and/or Building, including the Investment and common areas of the performance by the Managing MemberBuilding, the Company and their respective Affiliates of their respective obligations under this Agreement, including, including without limitation, : (i) all expensessalaries, costs wages, medical, surgical, union and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company general welfare benefits (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statementsgroup life insurance) and other routine administrative expenses pension payments of employees of Landlord engaged in the repair, operation and maintenance of the Company or its SubsidiariesLand and/or Building; (ii) payroll taxes, includingworkers compensation insurance, uniforms and related expenses for employees; (iii) the cost of all charges for gas, steam, electricity, heat, ventilation, air- conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iv) the cost of painting of public areas; (v) the cost of all charges of insurance, including but not limited toto all risk property insurance with rent loss coverage, liability and fidelity insurance, with regard to the Land and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies, including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment, and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the repair, maintenance or operation of the Building amortized over the useful life of such hand tools and movable equipment (as reasonably estimated by Landlord); (viii) the cost of all charges for window and other cleaning and janitorial and security services; (ix) charges of independent contractors performing repairs or services to the Land and/or Building; (x) non- capital repairs; (xi) remodeling of the public and common areas of the Building including, without limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and common areas, the cost of which shall be amortized (with interest at the preparation rate of Returnsnine percent (9%) on the unamortized balance) over the useful life of the improvements as reasonably estimated by Landlord; (xii) alterations and improvements to the Building made by reason of Legal Requirements or the requirements of insurance bodies; (xiii) management fees paid to a third party, cash or, if no managing agent is employed by Landlord, Landlord shall be entitled to charge a management fee which is not in excess of four percent (4%) of gross revenue, and such fee shall be included in the Operating Expenses; (xiv) the cost of any capital improvements or repairs to the Building and/or of any machinery or equipment installed in the Building amortized (with interest at the rate of nine percent (9%) on the unamortized balance) over the useful life of the improvement, machinery and or equipment as reasonably estimated by Landlord, which is made or becomes operational, as the case may be, after the completion of the construction of the Building and which have a reasonable probability of reducing the expenses which otherwise would be included in Operating Expenses; (xv) reasonable legal, accounting and insurance and legal expenses, (x) all expenses other professional fees incurred in connection with any indebtedness operation, maintenance and management of the Company or Land and/or Building; (xvi) the cost of providing elevator service; (xvii) the cost of landscape and parking area maintenance and repair; (xviii) the common area charges to which the Building is subject, if any; (xix) Taxes as defined in Section 4.3; and (xx) all other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related charges properly allocable to the Investment (or any underlying asset))operation, (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal repair and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition maintenance of the Investment and (xiii) all expenses and costs associated Building in accordance with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“generally accepted accounting principles. Accounting for Operating Expenses”), including the matters set forth in Sections 4 and 5 of this Lease, shall be in accordance with generally accepted accounting principles consistently applied.

Operating Expenses. Expenses, costs The term "operating expenses" includes all expenses incurred by Lessor with respect to the maintenance and liabilities incurred in connection with the operation of the Company building and project of which the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of leased premises are a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariespart, including, but not limited to, the cost of following: (1) maintenance and repair costs; (2) electricity, fuel, water, sewer, gas and other utility charges; (3) security, window washing, janitorial services, trash and snow removal; (4) landscaping and pest control; (5) reasonable (consistent with like building in the preparation of Returnsmarket) management fees, cash management expenses wages and insurance and legal expenses, fringe benefits payable to on-site building manager; (x6) all services, supplies, repairs, replacements or other expenses for maintaining and operating the building or project including parking or common areas; (7) the cost, including interest, amortized over its useful life, of installation of any device or other equipment which improves the operating efficiency of any system within the building of which the leased premises forms a part; (8) all real property taxes and installments of special assessments, including dues and assessments by means of deed restrictions and/or owners' associations which accrue against the building and project of which the leased premises are a part during the term of this Lease; (9) all insurance premiums Lessor is required to pay or deems necessary to pay, including public liability insurance, with respect to the building; (10) workmen's INITIALS STG LMA --- --- compensation insurance, employment taxes, uniforms and equipment for employees and agents referenced in item (5) above; (11) fire protection; and (12) maintenance, repair and replacement of water, electrical, sanitary sewer, storm sewer and other utility lines, pipes and conduits serving the building and project. The term "operating expenses" does not include the following; (1) repairs, restoration or other work occasioned by fire, wind, the elements or other casualty; (2) income and franchise taxes of Lessor; (3) expenses incurred in connection with leasing to or procuring of tenants, leasing commissions, advertising expenses and expenses for the renovating of space for new tenants; (4) interest or principal payments on any mortgage or other indebtedness of the Company Lessor; (5) any depreciation allowance or other credit arrangement expense; (including any line of credit, loan commitment or letter of credit for the Company or related 6) capital improvements to the Investment Building other than as described in (or any underlying asset))7) above, including those required by law, (xi7) all legal, accounting, investment banking, real estate, tax, financial abatement of environmental hazards or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)materials.

Operating Expenses. ExpensesAll direct costs of operation, maintenance, repair and management of the Building (excluding all equipment related to Tenant's HVAC and refrigeration and freezer areas which shall be at Tenant's sole expense), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and liabilities incurred sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in connection with any manner to the protection, preservation, or operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition Building or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariespart thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal (but not the preparation wiring of Returnselectricity to the Premises or to any other tenant space); the cost of security and alarm services (including any central station signaling system); window cleaning costs; maintenance labor costs; costs and expenses of managing the Building, cash including a management fee not to exceed three (3%) percent of the gross annual income of the Building; heating, ventilation and air conditioning maintenance costs; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting fees; any sales, use or service taxes incurred in connection therewith. Operating Expenses shall not include janitorial services, which are to be provided by Tenant to the Premises, depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants' premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel, all costs and insurance and legal expenses, (x) all expenses incurred in connection with leasing space in the Building, including, but not limited to, advertising and promotional expenses and real estate brokerage commissions; legal fees incurred in leasing or in disputes with tenants; cost of construction allowances provided to other tenants; interest or principal payments on any indebtedness mortgage or deed of trust or any ground lease payments or any other financing costs or fees; any cost or expenditure for which Landlord is reimbursed; costs of any services furnished to other tenants but which Landlord does not make available to Tenant or is available to Tenant only for an additional direct charge; any expense resulting from the negligence of Landlord, its agents, contractors or employees; costs recoverable by Landlord under its insurance policies; costs resulting from defects in the design or construction of the Company Building; cost of construction of new tenant or other credit arrangement (including any line of creditcommon area space in the Building; attorneys fees, loan commitment or letter of credit for the Company or related costs and disbursements incurred in connection with matters relating to the Investment (formation of Landlord as an entity and maintaining its continued existence as an entity; or costs resulting from Landlord's breach of this Lease or imposed upon Landlord by any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition governmental authority as a result of the Investment violation of any law, statute or ordinance by Landlord or its agents or employees. In addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (xiiii) all expenses and costs associated with the administration and enforcement of the an allocable portion of the Investment comprised cost of capital improvement items which are reasonably calculated to reduce Operating Expenses; (ii) fire sprinklers and suppression systems and other life safety systems required by changes in the law after the commencement of the Debt Term; and (including if iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. All such Debt remains outstanding following costs shall be amortized over the effective date reasonable life of such improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the Plan and prime lending rate announced from time to time as such by Bank of America, N.A. Landlord estimates that the appointment of a receiverinitial Operating Expenses shall be approximately $1.50/square foot, if necessary) (“Operating Expenses”)based upon similar buildings which Landlord owns or manages.

Operating Expenses. Tenant shall pay to Landlord in the manner set forth in Paragraph 15.3 below, Xxxxxx’s pro rata share of the expenses (hereafter “Operating Expenses, costs and liabilities incurred ”) in connection with the maintenance, repair, replacement, and operation of the Company Real Property. It is understood and agreed that the Investment and the performance by the Managing Memberterm “Operating Expenses” shall include , the Company and their respective Affiliates of their respective obligations under this Agreementbut shall not be limited to, including, without limitation, (i) all expenses, costs and liabilities incurred sums expended in connection with the identificationReal Property for (1) salaries, structuringwages, negotiationbenefits and other payroll expenses of employees engaged in the operation, makingmaintenance or repair of the Building; (2) property management fees and expenses; (3) rent (or rental value) and expenses for Landlord’s and any property manager’s offices in the Building; (4) janitorial, monitoringmaintenance, ownershipsecurity, life safety and other services, such as alarm service, window cleaning and elevator maintenance (if applicable) and uniforms for personnel providing services; (5) general maintenance, repairs, painting and pest control within the Building; (6) maintenance, repair and replacement, resurfacing or repaving, painting, and re-striping of paved areas, sidewalks, curbs and gutters; (7) cleaning, sweeping and trash removal; (8) maintenance, replacement and repair of sprinkler systems, irrigation systems, landscaping and ground keeping; (9) management, operation, administrationmaintenance and repair of all public, managementprivate and park areas within and adjacent to the Building; (10) lighting, financingelectricity, salenatural gas, proposed salewater, enforcementwaste disposal, sewage, music and other disposition or valuation utilities and services; (11) maintenance, repair and replacement of signs on the Real Property which tenants and/or occupants of the Investment and Temporary Investments Real Property are not obligated to repair, including any pylon, monument, or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability directional signs and other insurance expensesmarkers and bumpers; (12) maintenance, (iii) all taxesrepair or replacement of any fire protection systems, fees automatic sprinkler systems, lighting systems, heating, ventilation and other governmental charges payable by the Companyair conditioning systems, storm drainage systems, and all expenses incidental to the transferany other utility systems, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings the submetering of the Membersutilities; (13) compliance with all federal, (vi) all reasonable expenses and costs of the Board of Directorsstate, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, local codes laws including, but not limited to, the cost requirements of the preparation of ReturnsAmericans with Disabilities Act (the “ADA”), cash management expenses and insurance and legal expenses, (x) all expenses including costs incurred in connection with the defense and/or settlement of any indebtedness claims alleging any violation of the Company ADA or similar laws and the remediation or correction of any such violations; (14) legal, accounting and other credit arrangement (including any line of credit, loan commitment or letter of credit professional services for the Company Real Property, including costs, fees and expenses of contesting the validity or related applicability of any law, ordinance, rule, regulation or order relating to the Investment Real Property; (or any underlying asset))15) personnel to implement such services and to police the Real Property, police and fire protection services, including security guards, all at the sole discretion of Landlord; (xi16) all legaldepreciation and maintenance on personal property, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal including window and floor coverings in the Common Areas and other expenses public portions of the Real Property, and operating machinery and equipment (to if owned) and rental paid for furniture, fixtures, materials, supplies, tools ,machinery and equipment (if rented) used for the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its management, operation and affairsmaintenance of the Real Property; (17) license, permit and inspection fees and costs; (xii18) all expenses and costs associated with obtaining and maintaining the acquisition insurance described in Section 12.1, above, including any deductibles and attorneys’ fees paid in connection with an insured loss and costs incurred in obtaining insurance proceeds, and including an imputed insurance premium if Landlord self-insures, or a proportionate share if Landlord insures under a “blanket” policy; (19) any parking charges, surcharges or any other costs levied or assessed by local, state or federal government agencies in connection with the use of parking facilities; (20) the Investment cost of any capital improvements made at any time to the Building in accordance with Section 15.2 (11); (21) sales, use and excise taxes; [and] (22) real estate taxes including all real property taxes, general and special assessments, taxes as a result of possessory interest, fees, or any other tax, fee or excise that may be levied or assessed as a substitute for any other real estate tax [ADD IF APPLICABLE: and (xiii23) all expenses and costs associated with shower facilities, bicycle parking, vehicle charging stations]. Landlord may cause any or all of said services to be provided by an independent contractor or contractors. Notwithstanding anything to the administration and enforcement contrary contained herein, Landlord shall have the right, from time to time, to equitably allocate some or all of the portion Operating Expenses for the Real Property among different portions or user groups of the Investment comprised Real Property (the “Cost Pool”) in Landlord’s good faith and reasonable business judgment. The Operating Expenses within each such Cost Pool shall be allocated and charged to the occupants within such Cost Pool in an equitable manner as determined in Landlord’s good faith and reasonable business judgment. [IF APPLICABLE: In addition, Tenant shall pay Landlord, along with Xxxxxx’s monthly payment of such Operating Expenses, an administrative fee equal to ____ percent (__%) of the Debt (including if such Debt remains outstanding following [Rent then payable by Xxxxxx during the effective date of year in question][of the Plan Operating Expenses paid by Xxxxxxxx and the appointment of a receiver, if necessary) (“Operating Expenses”).charged back to Tenant] . ]

Operating Expenses. Expenses, The total of all costs and liabilities expenses paid or incurred by Landlord in connection with the operation management, operation, maintenance, ownership and repair of the Company and the Investment and the performance by the Managing MemberBuilding, the Company Common Area and their respective Affiliates all other portions of their respective obligations under this Agreementthe Project, including, without limitation, : (i) all expensessalaries, costs wages and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation payroll burden of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, employees; (ii) costs property management fees and liabilities incurred expenses payable to third parties in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, excess of the amount set forth in PARAGRAPH 5.C AND 5.D below; (iii) all taxes, fees rent (or rental value) and other governmental charges payable by expenses for Landlord's and any property manager's offices in the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, Project; (iv) communications expenseselectricity, natural gas, water, waste disposal, sewer, heating, lighting, air conditioning and ventilating and other utilities; (v) all expenses janitorial, maintenance, repair, security, life safety and costs associated with meetings other services, such as alarm service, window cleaning, elevator maintenance, resurfacing, resealing, remarking, painting or restriping the parking facilities, landscaping, uniforms for personnel providing services, and the cost of the Members, performance of Landlord's obligations under PARAGRAPH 17.A of this Lease; (vi) all reasonable expenses materials, supplies, tools and costs of the Board of Directors, rental equipment; (vii) brokerage commissionslicense, custodial expenses, appraisal permit and inspection fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, costs; (viii) expenses insurance premiums and costs for the insurance required to be carried by Landlord under this Lease and any other insurance Landlord elects to carry with respect to the Project, and the deductible portion of liquidating the Company and its Subsidiaries, any insured loss under Landlord's insurance; (ix) expenses incurred in connection with Real Property Taxes, sales, use and excise taxes; (x) legal, accounting and other professional services for the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (includingProject, without limitationincluding costs, fees and expenses of independent auditorscontesting the validity or applicability of any law, accountants and counselordinance, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees rule, regulation or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related order relating to the Investment (or any underlying asset)), Building; (xi) all legalrental costs of leased furniture, accountingfixtures, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, equipment; (xii) all expenses and costs associated with expenditures for capital improvements made at any time to the acquisition Project that are intended in Landlord's reasonable judgment as labor saving devices, or to reduce or eliminate other Operating Expenses or to effect other economies in the operation, maintenance, or management of the Investment Project, or that are necessary or appropriate in Landlord's reasonable judgment for the health and safety of occupants of the Project, or that are required under any law, ordinance, rule, regulation or order which was not applicable to the Project at the time it was constructed, all amortized over such reasonable period as Landlord shall determine at an interest rate of ten percent (10%) per annum, or, if applicable, the rate paid by Landlord on funds borrowed for the purpose of constructing or installing such capital improvements; and (xiii) all expenses any other cost or expense which this Lease expressly characterizes as an Operating Expense. Operating Expenses do not include: (A) legal fees, brokers' commissions or other costs incurred in the negotiation, termination, or extension of leases or in proceedings involving a specific tenant; (B) depreciation, except as set forth above; (C) interest, except as a component of amortization as set forth above; (D) capital items, except as set forth above. Subject to the provisions of this definition, the determination of Operating Expenses shall be made by Landlord in accordance with generally accepted accounting principles and costs associated with practices consistently applied; and (E) the administration and enforcement cost of maintenance or repair of any building in the portion of Project other than the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Building.

Operating Expenses. During each month of the Lease Term, on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated by Landlord from time to time, of Tenant's Proportionate Share (hereinafter defined) of Operating Expenses for the Project or Building. Payments for any fractional calendar month shall be prorated. The term "Operating Expenses, " means all costs and liabilities expenses incurred by Landlord directly from the ownership, maintenance, and operation of the Project including, but not limited to costs of: Taxes (hereinafter defined); insurance; utilities; maintenance, repair and replacement of all portions of the Building, Premises, and Project, including without limitation, paving and parking areas, roads, non-structural components of exterior walls, non-structural components of the roofs (including the roof membrane), alleys, and driveways, mowing, landscaping, snow removal, exterior painting, utility lines, fire sprinklers and fire protection systems, the current amortized portion of any capital repairs and replacements of all portions of the Building, Premises, and Project, heating, ventilation and air conditioning systems (as defined below), lighting, electrical systems and other mechanical and building systems; amounts paid to contractors and subcontractors for work or services performed in connection with any of the foregoing; charges or assessments of any association to which the Project is subject; a property management or administration fee payable to a property manager, including Landlord, or any affiliate of Landlord, equal to three (3%) percent of gross receipts due and payable by Tenant to Landlord under this Lease; a deductible for all-risk property insurance not to exceed USD$25,000; security services, if any; trash collection, sweeping and debris removal; and additions or alterations made by Landlord to the Project or the Building in order to comply with Legal Requirements (other than those expressly required herein to be made by Tenant) or that are appropriate to the continued operation of the Company and Project or the Investment and Building as an industrial/warehouse facility in the performance market area, provided that the cost of additions or alterations that are required to be capitalized for federal income tax purposes shall be amortized on a straight line basis over a period equal to the useful life thereof as determined by Generally Accepted Accounting Principles. Operating Expenses do not include (a) debt service under mortgages or ground rent under ground leases; (b) leasing commissions, or the Managing Membercosts of renovating space for tenants; (c) repairs, alterations, additions, improvements or replacements made to rectify or correct any defect in the design, materials or workmanship of the Premises, the Company and their respective Affiliates Building or the Project; (d) costs of their respective obligations under this Agreementrepairs, includingrestoration, without limitation, replacements or other work occasioned by (i) all expensesfire, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, windstorm or other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company casualty (including due diligence the costs of any deductibles paid by Landlord) and either (aa) payable (whether paid or not) by insurance required to be carried by Landlord under this Lease, or (bb) otherwise paid by insurance then in connection therewith), whether or not consummated, effect obtained by Landlord (ii) costs and liabilities incurred in connection with litigation the adjudicated negligence or other extraordinary eventsadjudicated intentional tort of Landlord, directors and officers liability and other insurance expensesor any representative, employee or agent of Landlord, (iii) all taxesthe act of any other tenant in the Premises, the Building or the Project, or any other tenant’s agents, employees, licensees or invitees to the extent the applicable cost is, in the Landlord’s reasonable judgment, practically recoverable from such person; (e) costs incurred (less costs of recovery) for any items to the extent such amounts are recoverable by Landlord under a manufacturer’s, materialman’s, vendor’s or contractor’s warranty; (f) non-cash items, such as deductions for depreciation and amortization of the Premises, the Building or the Project and the Premises, the Building or the Project equipment, or interest on capital invested; (g) legal fees, accountants’ fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with (i) the maintenance negotiation of and entry into any lease or other arrangements with other tenants of the CompanyPremises, Building or Project, and (ii) disputes with other tenants or occupants of the Premises, the Building or the Project or associated with defense of Landlord’s books title to or interest in the Premises, the Building or the Project or any part thereof; (h) costs incurred due to violation by Landlord or any other tenant in the Premises, the Building or the Project of account the terms and conditions of any lease; (i) the preparation cost of audited any service provided to Tenant or unaudited financial statements other occupants of the Premises, the Building or the Project for which Landlord is entitled to be reimbursed; (j) charitable or political contributions; (k) interest, penalties or other costs arising out of Landlord’s failure to make timely payments of its obligations; (l) costs, expenses, depreciation or amortization for repairs and replacements required to implement the provisions be made by Landlord under Paragraph 11 of this Agreement Lease, (m) expenses in connection with services or other benefits which are not offered to Tenant or for which Tenant is charged for directly but which are provided to another tenant or occupant of the Building; or (n) costs incurred by Landlord due to the violation by Landlord of any governmental authority with jurisdiction over law, code, regulation, or ordinance. No later than 90 days following the Company first day of each calendar year during the Lease Term, Landlord shall deliver to Tenant an Operating Expense Reconciliation Invoice (including“Invoice”) and an Operating Expense Summary Report listing the Operating Expenses for the prior year of the Lease Term (“Report”). Provided (x) no Event of Default exists under this Lease, without limitation(y) no payments of Base Rent, fees Operating Expenses, or other amounts due under the Lease are outstanding, and expenses (z) Tenant has a reasonable belief that the Invoice and Report contain an error to the detriment of independent auditorsTenant, accountants Tenant, at its sole cost and counselexpense, shall have the right to examine property invoices evidencing such costs and expenses as provided in the Invoice and Report which Tenant believes to be in error as more specifically provided herein. Such review of preparing Landlord’s property invoices may occur not more than once per year at Landlord’s local market office during reasonable business hours. Landlord agrees to make the property invoices pertaining to those items which Tenant reasonably believes to be in error, a copier and circulating conference room available to Tenant for a period not to exceed one week to examine such property invoices. In the reports called for by Section 8.1 hereof event Tenant desires to exercise the foregoing right, Tenant shall deliver written notice of Tenant’s intent to review the property invoices, and any fees or imposts of a governmental authority imposed shall identify the item(s) contained in connection with such books the Invoice and records and statementsReport which Tenant believes to be in error, no later than thirty (30) and other routine administrative expenses days following Tenant’s receipt of the Company or its Subsidiaries, including, but not limited to, the cost Invoice and Report. Time is of the preparation essence with regards to the delivery of Returnssuch notice. Upon Landlord’s receipt of Tenant’s notice, cash management expenses Landlord and insurance Tenant shall work in good faith to schedule a time and legal expensesdate for such property invoice examination which shall be acceptable to both parties. In the event that Tenant accurately determines that the Invoice and Report contain an error to the detriment of Tenant, (x) all expenses incurred Landlord shall immediately provide a revised Invoice and Report to Tenant. If Tenant has already paid the Invoice, Landlord will provide a credit against Tenant’s obligations to pay Base Rent the amount overpaid by Tenant. Tenant shall keep any information gained from such examination confidential and shall not disclose it to any other party, except as required by law. If requested by Landlord, Tenant shall be required to sign a confidentiality agreement as a condition of Landlord making Landlord’s invoices available for inspection. Notwithstanding anything contained herein to the contrary, in connection no event shall Tenant retain any person paid on a contingency fee basis to act on behalf of Tenant with regards to the forgoing rights to review the property invoices and Landlord shall have no obligation to allow any indebtedness such representative paid on a contingency fee basis access to Landlord’s records. Notwithstanding anything contained in this Lease to the contrary, Tenant agrees that Tenant’s sole remedy pertaining to an error in the Invoice or Report shall be for the recovery from Landlord an amount equal to the amount overpaid by Tenant, and Tenant waives any right to terminate this Lease as a result of any such error in the Invoice or Report which Tenant may have under law or equity. If Tenant's total payments of Operating Expenses for any year are less than Tenant's Proportionate Share of actual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within 30 days after demand, and if more, then Landlord shall either, at Landlord’s option, retain such excess and credit it against Tenant's next payments or pay such refund to Tenant, except that during the last calendar year of the Company Lease Term or other credit arrangement (including any line extension terms thereof, Landlord shall refund any such excess within 60 days following the termination of creditthe Lease Term or any extension terms thereof, loan commitment provided that Tenant is not in default of its obligations under this Lease. Any payment required to be paid by Landlord after the expiration or letter earlier termination of credit for the Company or related Lease shall be delivered to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (most recent address Tenant has provided to Landlord. With respect to Operating Expenses which Landlord allocates to the extent not subject to reimbursement) incurred by entire Project or just the Company or any Parallel Investment Vehicle Building, Tenant's "Proportionate Share" shall be the percentage set forth in respect Paragraph 1 of its operation and affairs, (xii) all expenses and costs associated with the acquisition this Lease as Tenant's Proportionate Share of the Investment and (xiii) all expenses and costs associated with the administration and enforcement Project or Tenant’s Proportionate Share of the Building (as applicable) as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises, Building, or the Project. Landlord may equitably increase Tenant's Proportionate Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Investment comprised Project or Building that includes the Premises or that varies with Tenant’s use. The estimated Operating Expenses for the Premises set forth in Paragraph 1 of the Debt (including if this Lease are only estimates, and Landlord makes no guaranty or warranty that such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)estimates will be accurate.

Operating Expenses. For purposes of this Lease, "Operating Expenses" means an amount equivalent to the total (without duplication) of all expenses and costs of operation, costs management, maintenance and liabilities incurred in connection with the operation repair of the Company Building and the Investment and Common Areas (and, to the performance by the Managing Memberextent provided below, the Company and their respective Affiliates of their respective obligations under this Agreement, Project) including, without limitation, : (i1) all expensesReal Property Taxes (as defined below); (2) premiums for insurance maintained by Landlord pursuant to Section 7.1; (3) wages, costs salaries and liabilities incurred related expenses of all on-site and off-site employees engaged in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financingmaintenance and security and payroll taxes and similar government charges with respect thereto; (4) all supplies, salematerials and equipment (including rentals) used in such operation, proposed salemanagement, enforcementmaintenance and repair; (5) all maintenance, other disposition or valuation security and service costs, including snow removal costs; (6) all janitorial costs, including refuse removal and window cleaning; (7) costs incurred in the management of the Investment Building and Temporary Investments or the Investment and Temporary Investments considered Common Areas (including supplies, on-site management office rent), together with a fee for the Company management of the Building and, in the event Landlord is directly involved in the administration of the Building and the Common Areas, an administrative fee not to exceed five percent (including due diligence in connection therewith5%) of the annual Operating Expenses, excluding therefrom such fee), whether or not consummated, ; (ii) costs 8) legal and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance accounting expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation audits by certified public accountants; (9) cost of Returns, cash management expenses operating and insurance and legal expenses, maintaining elevator(s) (xif any); (10) all expenses incurred maintenance, repair and replacement costs relating to the Building and the Common Areas, including sidewalks, landscaping signs (other than tenant signs), service areas, mechanical rooms, parking and plaza areas, Building exterior, driveways, including any assessments against the Building, the Common Areas and the Project pursuant to any covenants, conditions or restrictions, reciprocal easement agreements, tenancy in connection with any indebtedness common agreements or similar restrictions or agreements; (11) all charges for heat, water, gas, electricity, ventilation, air conditioning and other utilities used or consumed in the Building and the Common Areas not otherwise paid by individual tenants; (12) painting, decorating and refurbishing of the Company or other credit arrangement (including any line of creditCommon Areas and the Building and repairing, loan commitment or letter of credit for restriping and resurfacing the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal parking facilities and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition parking areas of the Investment Project; (13) roof system maintenance and repairs; (xiii14) all expenses and costs associated with the administration and enforcement amortization of the portion of the Investment comprised of the Debt capital improvements (including if such Debt remains outstanding following the effective date of the Plan and the appointment of amortization to be on a receiver, if necessary) (“Operating Expenses”).straight-line basis

Operating Expenses. For purposes of this Lease, "Operating Expenses, costs and liabilities incurred in connection with the operation " shall consist of the Company total (without duplication) of all actual expenses and costs of ownership, administration, operation, management, maintenance and repair of the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this AgreementProject (other than Real Property Taxes), including, without limitation: (1) premiums for insurance maintained by Landlord pursuant to this Lease or otherwise for the benefit of the Project; (2) wages, salaries and related expenses of all on-site and off-site employees-engaged in operation, management, maintenance and security, including without limitation, payroll taxes and similar government charges with respect thereto, insurance, retirement, fringe benefits and uniform allowances payable to employees; (i3) all supplies, materials and equipment (including rentals) used in such operation, management, maintenance and repair (4) all maintenance, security and service costs; (5) all janitorial costs, including refuse removal and window cleaning; (6) costs incurred in the management of the Project (including supplies), together with a fee for the management of the Project and the rental cost of an on-site management office; (7) consultant, legal and accounting expenses, including the cost of audits by certified public accountants; (8) costs of operating and liabilities incurred maintaining elevator(s) (if any); (9) all maintenance, repair and replacement costs relating to the Project, including sidewalks, landscaping, snow removal, signs (other than tenant signs), service areas, mechanical rooms, parking and plaza areas, Project exterior, driveways, including any assessments against the Project pursuant to any covenants, conditions or restrictions, reciprocal easement agreements, tenancy in common agreements or similar restrictions or agreements; (10) painting, decorating and furbishing of the Project and repairing, restriping and resurfacing the parking facilities and parking areas of the Project; (11) roof system maintenance and repairs; (12) amortization of capital improvements to the extent such capital improvements are installed or used to reduce the costs of other items included in Operating Expenses (whether or not such costs in respect of the same are in fact reduced) or to the extent such improvements are required by laws, rules, ordinances or regulations; (13) any personal property taxes levied on or attributable to personal property used in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation maintenance and/or repair of the Investment Project; (14) the cost of permits, certificates and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred licenses required in connection with the Investment Project or any portion thereof or any areas used in connection therewith (except building permits and Temporary Investmentsother development permits), (viii) expenses of liquidating and any other costs levied, assessed or imposed by or at the Company and its Subsidiariesdirection of, (ix) expenses incurred or resulting from statutes or regulations or interpretations thereof promulgated by any federal or governmental authority in connection with the maintenance use or occupancy of the Company’s books of account Project; and (15) water and sewer costs and charges, and the preparation charges and costs of audited electricity for the operation of the heating, ventilating, and air conditioning systems serving the Project, excluding the Premises, and including the Common Areas of the Project; and (16) any other expenses of any kind whatsoever reasonably incurred in managing, operating, maintaining and repairing the Project. Operating Expenses shall be reduced by the following: (a) to the extent actually received by Landlord, the net proceeds (after deduction of all costs of recovery thereof, including insurance deductible and reasonable legal fees) of insurance and damages paid by third parties and which are not applied to reconstruction or unaudited financial statements required to implement be paid to Landlord's mortgagee; (b) specific costs incurred for the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (includingaccount of, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited separately billed to, and paid by specific tenants; (c) repairs or replacements to the extent that the cost of the preparation same is recovered by Landlord pursuant to original construction warranties; (d) interest on debt or capital retirement of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment debt; and (xiiie) all expenses Landlord's cost of tenant leasehold improvements, leasing commissions and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)reasonable legal fees arising from lease disputes.

Operating Expenses. Expenses, All costs and liabilities expenses incurred or paid by Landlord or Landlord's agent in connection with the operation management, operation, repair and maintenance of the Company and common areas of the Investment and Premises (collectively referred to as the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement"Common Areas"), including, without limitation, water and sewer charges, parking lot maintenance, costs for outdoor lighting, costs for landscape maintenance and general groundskeeping, management fees (including management fees payable to Landlord), all assessments for public betterments or improvements, ad valorem real estate taxes and any other taxes on real estate, ad valorem taxes on equipment or other property used primarily in connection with the operation or maintenance of the Common Areas, and the costs, including without limitation, legal and consulting fees, of contesting or attempting to reduce any of the above described taxes (which reduction shall be passed through to Tenant in proportion to Tenant's proportional share of Operating Expenses), the cost of labor, materials, insurance, utilities and services and such other expenses with respect to the operation, maintenance and management of the Building, that part of the Land upon which the Building is constructed and the areas of the Land used by the Building and the occupants in common with other buildings on the Land and occupants of such buildings, which shall be incurred or paid by or on behalf of Landlord and which shall be properly chargeable to the operation, maintenance and management in accordance with generally accepted accounting principles. Subject to Tenant's prior written approval, which approval shall not be unreasonably withheld or delayed, Operating Expenses shall also include the reasonable amortization of capital improvements (over the longest period permitted by the Internal Revenue Code), which will improve the efficiency of maintaining or operating the Common Areas, reduce operating expenses or the rate of increase thereof or are required by local, state or federal regulations. Operating Expenses shall not include: (i) depreciation or amortization (except as otherwise provided above); (ii) debt service or interest (paid or accrued); (iii) leasing commissions or brokerage fees; (iv) renovating space for new tenants or in renovating space vacated by any tenant; (vi) Landlord's cost of utilities charged to tenants and Landlord's payroll, material and contract cost of other services charged to tenants; (vii) cost incurred by Landlord for Tenant's alterations and upfitting; (viii) any cost of painting and decorating the premises of other tenants; and (ix) the costs of shifting soils and other costs where the Land was not properly prepared or graded; (x) all expenses, capital expenses and all expenses required to be capitalized in accordance with generally accepted accounting principals; (xi) any costs and liabilities incurred in connection with entering in or the identificationenforcement of leases or other occupancy agreements, structuringany costs to the extent that Landlord is reimbursed or entitled to reimbursement or payment by the proceeds of insurance, negotiationor otherwise; (xii) any costs with respect to the installation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, operation or maintenance of any facility for which a charge (other disposition or valuation than rent) is made by Landlord for the use thereof; (xiii) the cost of any repair necessitated by the taking by condemnation of any part of the Investment and Temporary Investments Building; (xiv) the amount paid to any entity which is affiliated with Landlord for any charge to the extent that such charge is in excess of an amount which would be paid in the absence of such relationship; (xv) all costs arising out of the presence or the Investment and Temporary Investments considered removal of Hazardous Materials; (xvi) costs for the Company purchase of sculpture, paintings or other objects of art; (including due diligence in connection therewith), whether or not consummated, (iixvii) costs incurred to the extent of the negligence or willful misconduct of Landlord; (xviii) any interest, fines or penalties incurred by Landlord; the cost of any work or service performed for any other tenant at Landlord's expense if such work or service is in excess of the work or service that Landlord is to provide under this Lease to Tenant at Landlord's cost and liabilities expense; (xix) costs incurred in connection curing violations of any laws, orders, rules, regulations and requirements; (xx) costs incurred with litigation respect to a sale of the Building, the Land or other extraordinary eventsany interest therein; and (xxi) the cost of compliance with all laws, directors and officers liability and other insurance expensesorders, (iii) all taxesrules, fees and other governmental charges payable by the Companyregulations, and all expenses incidental to requirements having as a primary purpose the transferbenefit of disabled persons, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses the Americans With Disabilities Act of independent auditors1990, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)as amended.

Operating Expenses. For the purposes of this Sublease, the ------------------ term "Operating Expenses" shall mean all expenses paid or incurred by Sublessor (or on Sublessor's behalf) as reasonably determined by Sublessor to be necessary or appropriate for the efficient operation, costs maintenance and liabilities incurred in connection with the operation repair of the Company and Master Premises and/or Building, including the Investment and Common Areas of the performance by the Managing MemberBuilding, the Company and their respective Affiliates of their respective obligations under this Agreement, including, including without limitation, : (i) all expensessalaries, costs wages, medical, surgical, union and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company general welfare benefits (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statementsgroup life insurance) and other routine administrative expenses pension payments of employees of Sublessor to the extent such employees are engaged in the repair, operation and maintenance of the Company or its SubsidiariesMaster Premises and/or Building; (ii) payroll taxes, includingworkers' compensation insurance, uniforms and related expenses for such employees to the extent such employees are engaged in the repair, operation and maintenance of the Master Premises and/or Building; (iii) the cost of all charges for gas, steam, electricity, heat, ventilation, air-conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iv) the cost of painting of public areas; (v) the cost of all charges of insurance, including but not limited toto all risk property insurance with rent loss coverage, liability and fidelity insurance, with regard to the Master Premises and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies, including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment, and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the repair, maintenance or operation of the Building amortized over the useful life of such hand tools and movable equipment (determined in accordance with Generally Accepted Accounting Principles); (viii) the cost of all charges for window and other cleaning and janitorial and security services; (ix) charges of independent contractors performing repairs or services to the Master Premises and/or Building; (x) non-capital repairs; (xi) remodeling of the public and Common Areas of the Building including, without limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and Common Areas, the cost of which shall be amortized (with interest at the preparation rate of Returnsnine percent [9%] on the unamortized balance) over the useful life of the improvements determined in accordance With Generally Accepted Accounting Principles; (xii) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies; (xiii) management fees paid to a third party, cash or, if no managing agent is employed by Sublessor, Sublessor shall be entitled to charge a management fee which is not in excess of One Dollar ($1.00) per rentable square foot per year during the initial term of this Sublease (which fee shall be adjusted by the same percentage as any adjustment to the Base Rent rate during the Extension Terms), and such fee shall be included in the Operating Expenses; (xiv) the cost of any capital improvements or repairs to the 6 - SUBLEASE Building and/or of any machinery or equipment installed in the Building amortized (with interest at the rate of nine percent [9%] on the unamortized balance) over the useful life of the improvement, machinery and/or equipment as reasonably estimated by Sublessor, which is made or becomes operational, as the case may be, after the completion of the construction of the Building and which have a reasonable probability of reducing the expenses which otherwise would be included in Operating Expenses; (xv) reasonable legal, accounting and insurance and legal expenses, (x) all expenses other professional fees incurred in connection with any indebtedness operation, maintenance and management of the Company or other credit arrangement Master Premises and/or Building; (including any line xvi) the cost of credit, loan commitment or letter providing elevator service; (xvii) the cost of credit for the Company or related landscape and parking area maintenance and repair to the Investment Master Premises and/or Building; (or any underlying asset)), xviii) Taxes as defined in Section 7.2.3; and (xixix) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (charges properly allocable to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation operation, repair and affairs, (xii) all expenses and costs associated with the acquisition maintenance of the Investment and (xiii) all expenses and costs associated Building in accordance with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Generally Accepted Accounting Principles.

Operating Expenses. ExpensesAs used in this Section 4.4, costs the term "BUILDING'S SHARE" shall mean a fraction, the numerator of which is the rentable square footage of the Building, and liabilities incurred the denominator of which is the rentable square footage of the Project. Throughout the Term of this Lease, commencing on the Commencement Date, and in connection addition to Tenant's obligations set forth in Section 3.4 hereof, Tenant agrees to pay Landlord, as additional rent in accordance with the operation terms of this Section 4, the Building's Share of Operating Expenses for the operation, maintenance, repair, and replacement of the Company Project and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, Common Area including, without limitation, : (i) all expensesany form of real property tax, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company assessment (including, without limitation, change in ownership taxes and assessments), license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges for the Common Area; (iv) costs of commercially reasonable insurance obtained by Landlord; (v) waste disposal and janitorial services; (vi) security (if any); (vii) labor; (viii) commercially reasonable management costs including, without limitation: (A) wages and salaries (and payroll taxes and similar charges ) of property management employees for the Common Area, (B) management office rental, supplies, equipment and related operating expenses for the Common Area; (C) commercially reasonable management/administrative fees; and (D) association fees and expenses assessments; (ix) supplies, materials, equipment and tools including rental of independent auditorspersonal property; (x) repair and maintenance of the structural portions of the buildings within the Project, accountants including the plumbing, heating, ventilating, air-conditioning and counselelectrical systems installed or furnished by Landlord; (xi) maintenance, sweeping, repairs, resurfacing, and upkeep of all parking and other Common Areas; (xii) amortization on a straight line basis over the useful life together with interest at the Interest Rate on the unamortized balance of all capitalized expenditures to the Project; (xiii) gardening and landscaping; (xiv) maintenance of signs (other than signs of tenants of the Project); (xv) personal property taxes levied on or attributable to personal property used in connection with the Common Areas; (xvi) reasonable accounting, audit, verification, legal and other consulting fees; and (xvii) any other costs and expenses of preparing repairs, maintenance, painting, lighting, cleaning, and circulating similar items, including commercially reasonable reserves. Notwithstanding anything above to the reports called for by Section 8.1 hereof contrary, the term "Operating Expenses" shall not include costs to correct latent defects in the base, shell and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses core of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (Premises to the extent not subject caused by Tenant or Tenant's improvements to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Premises.

Operating Expenses. Subject to the Excluded Costs (as defined below) relating to the Project, the term “Operating Expenses” means all expenses, costs costs, and liabilities incurred amounts of every kind or nature that Landlord pays or incurs because of or in connection with the ownership, operation, management, maintenance, or repair of the Building, Common Areas and Project. Operating Expenses include, without limitation, the following amounts paid or incurred by Landlord relative to the Building, Common Areas and Project: (a) the cost of supplying utilities to all portions of the Project (other than tenant suites), including without limitation water, waste deposit, power, electricity, heating, ventilation, and air conditioning, (b) Tax Expenses and Insurance Expenses (as such terms are defined below), (c) the cost of providing janitorial services, window washing services and of operating, managing, maintaining, and repairing all building systems, including without limitation utility, mechanical, sanitary, storm drainage, and elevator systems, and the cost of supplies, tools, and equipment, as well as maintenance and service contracts in connection with those systems, (d) the cost of licenses, certificates, permits, and inspections relating to the operation of the Company Project, (e) the cost of consumable materials, (f) the cost of contesting the validity or applicability of any government enactments that may affect the Operating Expenses, (g) the cost of maintenance, repair, and the Investment and the performance by the Managing Member, the Company and their respective Affiliates restoration of their respective obligations under this Agreementany parking areas or structures, including, without limitation, resurfacing, repainting, restriping, and cleaning costs, (ih) fees, charges, and other costs, including administrative, management fees and accounting costs (or amounts in lieu of such fees), whether paid to Landlord, an affiliate of Landlord's, or a third party, consulting fees, legal fees, and accounting fees of all expenses, costs and liabilities persons engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financingmaintenance, saleand repair of the Project, proposed sale(i) wages, enforcementsalaries, and other compensation and benefits of all persons engaged in the operation, maintenance, repair, or security of the Project plus employer’s Social Security taxes, unemployment taxes, insurance, and any other taxes imposed on Landlord that may be levied on those wages, salaries, and other compensation and benefits. If any of Landlord’s employees provide services for more than one project of Landlord's, only the prorated portion of those employees’ wages, salaries, other disposition compensation and benefits, and taxes reflecting the percentage of their working time devoted to the Project will be included in the Operating Expenses, (j) payments under any easement, CC&R's, license, operating agreement, declaration, restrictive covenant, or valuation other instrument relating to the sharing of costs affecting the Project, (k) amortization (including interest on the unamortized cost at a rate equal to the floating commercial loan rate announced from time to time by Bank of America as its “reference rate” (or a comparable rate selected by Landlord if such reference rate ceases to be published) plus three percentage points per annum) of the Investment cost of acquiring or renting personal property used in the maintenance, repair, and Temporary Investments operation of the Project, (l) reasonable reserves (it being acknowledged, that, among other amounts, any amount of reserves required by any holder of a deed of trust or mortgage encumbering the Investment Project (“Lender”)will be deemed reasonable), (m) fees and Temporary Investments considered expenses for consultants retained, from time to time, by Landlord for the Company purposes of energy conservation, waste treatment, and water recycling and for the costs of any capital improvements, equipment or devices installed or paid for by Landlord or, at Landlord option, an annual amount sufficient, on the basis of Landlord's experience or reasonable estimate, to establish in advance of the time for such installation a reserve to fund said costs, in order (including due diligence i) to conform with any change in connection therewith)laws, whether rules, regulations or not consummatedrequirements of any governmental or quasi-governmental authority having jurisdiction or of the board of fire underwriters or similar insurance body or, (ii) costs and liabilities incurred in connection with litigation to effect a labor saving, energy saving, or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company economy (including, without limitation, fees as related to water recycling, waste treatment, and expenses energy generation), amortized over the useful life of independent auditorssuch capital improvement, accountants equipment, or device (as reasonably determined by Landlord), and counsel(n) the cost of maintenance of all heating, the costs ventilating and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiariesair condition systems, including, but not limited towithout limitation, heating and condenser water to facilitate the cost production of air conditioning (collectively, “HVAC”) relating to individual premises and/or the preparation of ReturnsCommon Areas, cash management expenses and insurance and legal expensesother than HVAC systems exclusively serving other tenants’ premises that are directly paid for, (x) all expenses incurred in connection with any indebtedness of the Company or reimbursed, by such other credit arrangement tenants. All capital expenditures shall be amortized (including any line interest on the unamortized cost at the rate stated in subparagraph (k) of creditthis Paragraph) over their useful life, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred as reasonably determined by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Landlord’s certified public accountant.

Operating Expenses. Subject to the Excluded Costs (as defined below) relating to the Project, the term “Operating Expenses” means all expenses, costs costs, and liabilities incurred amounts of every kind or nature that Landlord pays or incurs because of or in connection with the ownership, operation, management, maintenance, or repair of the Building, Common Areas and Project. Operating Expenses include, without limitation, the following amounts paid or incurred by Landlord relative to the Building, Common Areas and Project: (a) the cost of supplying utilities to all portions of the Project (other than tenant suites), including without limitation water, waste deposit, power, electricity, heating, ventilation, and air conditioning, (b) Tax Expenses and Insurance Expenses (as such terms are defined below), (c) the cost of providing janitorial services, window washing and of operating, managing, maintaining, and repairing all building systems, including without limitation utility, mechanical, sanitary, storm drainage, and elevator systems, and the cost of supplies, tools, and equipment, as well as maintenance and service contracts in connection with those systems, (d) the cost of licenses, certificates, permits, and inspections relating to the operation of the Company Project, (e) the cost of comsumable materials, contesting the validity or applicability of any government enactments that may affect the Operating Expenses, (f) the cost of maintenance, repair, and the Investment and the performance by the Managing Member, the Company and their respective Affiliates restoration of their respective obligations under this Agreementany parking areas or structures, including, without limitation, resurfacing, repainting, restriping, and cleaning costs, (ig) fees, charges, and other costs, including reasonable administrative, management fees and accounting costs (or amounts in lieu of such fees), whether paid by Landlord, an affiliate of Landlord’s, or a third party, consulting fees, legal fees, and accounting fees of all expenses, costs and liabilities persons engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financingmaintenance, saleand repair of the Project. If any of such fees, proposed salecharges, enforcementand other costs are for the provision of services for more than one project of Landlord’s, only the prorated portion of those fees, charges or costs reflecting the percentage of working time devoted to the Project will be included in the Operating Expenses, (h) wages, salaries, and other compensation and benefits of all persons engaged in the operation, maintenance, repair, or security of the Project plus employer’s Social Security taxes, unemployment taxes, insurance, and any other taxes imposed on Landlord that may be levied on those wages, salaries, and other compensation and benefits. If any of Landlord’s employees provide services for more than one project of Landlord’s, only the prorated portion of those employees’ wages, salaries, other disposition compensation and benefits, and taxes reflecting the percentage of their working time devoted to the Project will be included in the Operating Expenses, (i) payments under any easement, CC&R’s, license, operating agreement, declaration, restrictive covenant, or valuation other instrument relating to the sharing of costs affecting the Project, (j) amortization (including interest on the unamortized cost at a rate equal to the floating commercial loan rate announced from time to time by Bank of America as its “reference rate” (or a comparable rate selected by Landlord if such reference rate ceases to be published) plus three percentage points per annum) of the Investment cost of acquiring or renting personal property used in the maintenance, repair, and Temporary Investments or operation of the Investment Project, (k) reasonable reserves relating to the then-current year (it being acknowledged, that, among other amounts, any amount of reserves required by a Lender, as defined below, will be deemed reasonable), (l) fees and Temporary Investments considered expenses for consultants retained, from time to time, by Landlord for the Company purposes of energy conservation, waste treatment, and water recycling and for the costs of any capital improvements, equipment or devices installed or paid for by Landlord or, at Landlord option, an annual amount sufficient, on the basis of Landlord’s experience or reasonable estimate, to establish in advance of the time for such installation a reserve to fund said costs, in order (including due diligence i) to conform with any change in connection therewith)laws, whether rules, regulations or not consummatedrequirements of any governmental or quasi-governmental authority having jurisdiction or of the board of fire underwriters or similar insurance body or, (ii) costs and liabilities incurred in connection with litigation to effect a labor saving, energy saving, or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company economy (including, without limitation, fees as related to water recycling, waste treatment, and expenses energy generation), amortized over the useful life of independent auditorssuch capital improvement, accountants equipment, or device (as reasonably determined by Landlord), and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements(m) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of maintenance of all heating, ventilating and air condition systems relating to individual premises and/or the preparation of ReturnsCommon Areas, cash management expenses and insurance and legal expensesother than HVAC systems exclusively serving other tenants’ premises that are directly paid for, (x) all expenses incurred in connection with any indebtedness of the Company or reimbursed, by such other credit arrangement tenants. All capital expenditures shall be amortized (including any line interest on the unamortized cost at the rate stated in subparagraph (j) of creditthis Paragraph) over their useful life, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred as reasonably determined by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Landlord’s certified public accountant.

Operating Expenses. Expenses, costs and liabilities incurred in connection with the operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreement, including, without limitation, (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, Tenant shall pay any and all expenses incidental Operating Expenses related to the transfer, servicing and accounting for the Company’s cash and Securities, including Premises. "Operating Expenses" shall include all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing incurred by Landlord in owning, operating, managing and circulating repairing the reports called for by Section 8.1 hereof Building and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its SubsidiariesLand, including, but not limited to, all costs and expenses of: (i) Landlord's Insurance, whether or not required by any Landlord's Lender; (ii) pest control, cleaning of exterior windows, cleaning, sweeping, striping, painting, resurfacing, repaving, disposing of refuse, inspecting, planting and landscaping for the cost Premises; (iii) providing janitorial services for the Premises; (iv) providing security, including but not limited to, electronic intrusion and fire control devices, card key access systems, guards and any attendant costs of such guards and telephonic alert system devices; (v) complying with all Rules and Regulations, as defined in Section 7.2 hereof, and ----------- any requirements of Landlord's Lender, including but not limited to, improvements or changes required by any current or future Regulations or Landlord's Lender; (vi) fees for permits and licenses; (vii) court costs; (viii) replacing, repairing and maintaining foundations, floors, carpeting, walls, hallways, roofs, stairways, signage for the preparation of ReturnsBuilding, cash management expenses gutters, downspouts, building service, electrical, mechanical, plumbing, heating, air conditioning and insurance ventilating equipment and legal expensessystems, sidewalks, landscaping, drainage, equipment, fixtures, including all labor and materials costs and equipment rental fees, and any other capital improvements; (ix) utilities furnished to the Premises, including air conditioning, electricity, lighting, steam, heating, mechanical, elevator service (if any), and ventilation; (x) all expenses incurred in connection with any indebtedness of capital improvement and operating and expense reserves if Tenant fails to maintain the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related Premises pursuant to the Investment (or any underlying asset)), terms of this Lease; and (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and any other expenses (of any kind whatsoever which would reasonably or customarily be included in managing, operating, maintaining and repairing office buildings in the location in which the Building is situated. If Tenant fails to maintain the Premises pursuant to the extent not subject to reimbursement) incurred by terms of this Lease, Landlord may establish reasonable reserves for maintaining the Company or any Parallel Investment Vehicle Building and on the Land, and for the repair and replacement of improvements in respect of its operation the Building and affairsthe Land and may include the reserves as Operating Expenses, (xii) all expenses and costs associated with provided that when the acquisition reserves are actually used, the expenditure of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“reserves shall not be considered Operating Expenses”).. With respect to any Operating Expenses paid directly by Landlord and reimbursable to Landlord by Tenant, Tenant shall have the right to review such Operating Expenses within twenty (20) days

Operating Expenses. Subject to the Excluded Costs (as defined below) relating to the Project, the term “Operating Expenses” means all expenses, costs costs, and liabilities incurred amounts of every kind or nature that Landlord pays or incurs because of or in connection with the ownership, operation, management, maintenance, or repair of the Building, Common Areas and Project. Operating Expenses include, without limitation, the following amounts paid or incurred by Landlord relative to the Building, Common Areas and Project: (a) the cost of supplying utilities to all portions of the Project (other than tenant suites), including without limitation water, waste deposit, power, electricity, heating, ventilation, and air conditioning, (b) Tax Expenses and Insurance Expenses (as such terms are defined below), (c) the cost of providing janitorial services, window washing service and of operating, managing, maintaining, and repairing all building systems, including without limitation utility, mechanical, sanitary, storm drainage, and elevator systems, and the cost of supplies, tools, and equipment, as well as maintenance and service contracts in connection with those systems, (d) the cost of licenses, certificates, permits, and inspections relating to the operation of the Company Project, (e) the cost of consumable materials, contesting the validity or applicability of any government enactments that may affect the Operating Expenses, (f) the cost of maintenance, repair, and the Investment and the performance by the Managing Member, the Company and their respective Affiliates restoration of their respective obligations under this Agreementany parking areas or structures, including, without limitation, resurfacing, repainting, restriping, and cleaning costs, (ig) fees, charges, and other costs, including administrative, management fees and accounting costs (or amounts in lieu of such fees), whether paid to Landlord, an affiliate of Landlord’s, or a third party, consulting fees, legal fees, and accounting fees of all expenses, costs and liabilities persons engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financingmaintenance, saleand repair of the Project, proposed sale(h) wages, enforcementsalaries, and other compensation and benefits of all persons engaged in the operation, maintenance, repair, or security of the Project plus employer’s Social Security taxes, unemployment taxes, insurance, and any other taxes imposed on Landlord that may be levied on those wages, salaries, and other compensation and benefits. If any of Landlord’s employees provide services for more than one project of Landlord’s, only the prorated portion of those employees’ wages, salaries, other disposition compensation and benefits, and taxes reflecting the percentage of their working time devoted to the Project will be included in the Operating Expenses, (i) payments under any easement, CC&R’s, license, operating agreement, declaration, restrictive covenant, or valuation other instrument relating to the sharing of costs affecting the Project, (j) amortization (including interest on the unamortized cost at a rate equal to the floating commercial loan rate announced from time to time by Bank of America as its “reference rate” (or a comparable rate selected by Landlord if such reference rate ceases to be published) plus three percentage points per annum) of the Investment cost of acquiring or renting personal property used in the maintenance, repair, and Temporary Investments or operation of the Investment Project, (k) reasonable reserves (it being acknowledged, that, among other amounts, any amount of reserves required by a Lender, as defined below, will be deemed reasonable), (I) fees and Temporary Investments considered expenses for consultants retained, from time to time, by Landlord for the Company purposes of energy conservation, waste treatment, and water recycling and for the costs of any capital improvements, equipment or devices installed or paid for by Landlord or, at Landlord option, an annual amount sufficient, on the basis of Landlord’s experience or reasonable estimate, to establish in advance of the time for such installation a reserve to fund said costs, in order (including due diligence i) to conform with any change in connection therewith)laws, whether rules, regulations or not consummatedrequirements of any governmental or quasi-governmental authority having jurisdiction or of the board of fire underwriters or similar insurance body or, (ii) costs and liabilities incurred in connection with litigation to effect a labor saving, energy saving, or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company economy (including, without limitation, fees as related to water recycling, waste treatment, and expenses energy generation), amortized over the useful life of independent auditorssuch capital improvement, accountants equipment, or device (as reasonably determined by Landlord), and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements(m) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of maintenance of all heating, ventilating and air condition systems relating to individual premises and/or the preparation of ReturnsCommon Areas, cash management expenses and insurance and legal expensesother than HVAC systems exclusively serving other tenants’ premises that are directly paid for, (x) all expenses incurred in connection with any indebtedness of the Company or reimbursed, by such other credit arrangement tenants. All capital expenditures shall be amortized (including any line interest on the unamortized cost at the rate stated in subparagraph (j) of creditthis Paragraph) over their useful life, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred as reasonably determined by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)Landlord’s certified public accountant.

Operating Expenses. ExpensesAll expenses, costs costs, and liabilities incurred amounts (other than Taxes) of every kind and nature which Landlord shall pay during any calendar year, any portion of which occurs during the Term, because of or in connection with the ownership, management, repair, maintenance, restoration, and operation of the Company Real Estate and the Investment Building, including any amounts paid for: (a) utilities, including electricity, power, gas, steam, oil or other fuel, water, sewer, lighting, heating, air conditioning, and ventilating; (b) permits, licenses, and certificates necessary to operate, manage, and lease the Building; (c) insurance applicable to the Real Estate and the performance by Building, not limited to the Managing Member, the Company and their respective Affiliates amount of their respective obligations coverage Landlord is required to provide under this AgreementLease; (d) supplies, includingtools, without limitationequipment, and materials used in the operation, repair, and maintenance of the Real Estate and the Building; (e) accounting, legal, inspection, consulting, and other services; (f) any equipment rental (or installment equipment purchased or equipment purchase or equipment financing agreements) or management agreements (including the cost of any management fee actually paid and the fair rental value of any office space provided, up to customary and reasonable amounts); (g) wages, salaries and other compensation and benefits (including the fair value of any parking privileges provided) for all persons engaged in the operation, maintenance, or security of the Building; and employer’s Social Security taxes, unemployment taxes, or insurance; and any other taxes which may be levied on such wages, salaries, compensation, and benefits; (h) payments under any easement, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs in any planned development; and (i) all expenses, costs and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administrationrepair, managementand maintenance of all systems and equipment and related components (including replacement of components); janitorial service; alarm and security service; window cleaning; trash removal; elevator maintenance; cleaning of walks, financingparking facilities, saleand building walls; removal of ice and snow; replacement of wall and floor coverings, proposed saleceiling tiles, enforcementand fixtures in lobbies, corridors, restrooms, and other disposition common or valuation public areas or facilities; maintenance and replacement of shrubs, trees, grass, sod, and other landscaped items, irrigation systems, drainage facilities, fences, curbs, and walkways; re-paving and re-striping parking facilities; and roof repair. If the Average Occupancy of the Investment Building is less than 95% during any calendar year, Landlord may, in accordance with sound accounting and Temporary Investments or management practices, determine the Investment amount of variable Operating Expenses (i.e., those items which vary according to occupancy levels) that would have been paid had the Building been 95% occupied, and Temporary Investments considered the amount so determined shall be deemed to have been the amount of variable Operating Expenses for such year. If Landlord makes such an adjustment, Landlord shall make a comparable adjustment for the Company (including due diligence in connection therewith), whether or Base Expense Year. Operating Expenses shall not consummated, (ii) costs and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expenses, (iii) all taxes, fees and other governmental charges payable by the Company, and all expenses incidental to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges of depositories and custodians, (iv) communications expenses, (v) all expenses and costs associated with meetings of the Members, (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company (including, without limitation, fees and expenses of independent auditors, accountants and counsel, the costs and expenses of preparing and circulating the reports called for by Section 8.1 hereof and any fees or imposts of a governmental authority imposed in connection with such books and records and statements) and other routine administrative expenses of the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expenses, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of credit, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset)), (xi) all legal, accounting, investment banking, real estate, tax, financial or other consulting, audit, appraisal and other expenses (to the extent not subject to reimbursement) incurred by the Company or any Parallel Investment Vehicle in respect of its operation and affairs, (xii) all expenses and costs associated with the acquisition of the Investment and (xiii) all expenses and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”).include:

Operating Expenses. “Operating Expenses” shall mean any and all reasonable expenses, costs costs, and liabilities incurred amounts (other than Taxes) of every kind and nature which Landlord pays or incurs during any calendar year during the Term, because of or in connection with the ownership, management, repair, replacement, restoration and operation of the Company and the Investment and the performance by the Managing Member, the Company and their respective Affiliates of their respective obligations under this Agreementproperty, including, without limitation, any amounts paid for: (i) all expenses, costs common area janitorial service and liabilities incurred in connection with the identification, structuring, negotiation, making, monitoring, ownership, operation, administration, management, financing, sale, proposed sale, enforcement, utilities and other disposition or valuation of the Investment and Temporary Investments or the Investment and Temporary Investments considered for the Company (including due diligence in connection therewith), whether or not consummatedservices, (ii) costs permits, licenses and liabilities incurred in connection with litigation or other extraordinary events, directors and officers liability and other insurance expensescertificates, (iii) all taxesinsurance, fees and other governmental charges payable by the Company, and all expenses incidental not limited to the transfer, servicing and accounting for the Company’s cash and Securities, including all charges amount of depositories and custodianscoverage Landlord is required to provide under this lease, (iv) communications expensessupplies, tools, equipment and materials, (v) all expenses accounting, legal and costs associated with meetings professional fees and expenses, unless incurred by Landlord due to its failure to meet its obligations under the terms of the Members, this lease or under subparagraph v. of this section. (vi) all reasonable expenses and costs of the Board of Directors, (vii) brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with the Investment and Temporary Investments, (viii) expenses of liquidating the Company and its Subsidiaries, (ix) expenses incurred in connection with the maintenance of the Company’s books of account and the preparation of audited any equipment rental agreements or unaudited financial statements required to implement the provisions of this Agreement or by any governmental authority with jurisdiction over the Company management agreements (including, without limitation, fees any management fee and expenses the fair rental value of independent auditorsany office space provided thereunder), accountants (vii) wages, salaries, benefits and counselother compensation of all persons engaged in the operation, maintenance or security of the costs property, and expenses of preparing and circulating the reports called for by Section 8.1 hereof employer’s Social Security taxes, unemployment taxes or insurance, and any fees or imposts of a governmental authority imposed in connection with other taxes which may be levied on such books and records and statements) wages, salaries, benefits and other routine administrative expenses compensation, (viii) payments under any easement, operating agreement, declaration, restrictive covenant or instrument pertaining to the sharing of cost in any planned development, (ix) operation, repair, maintenance and replacement of any machinery, transformer, duct work, cable, wires and other equipment, facilities and systems, and all components thereof, designed to supply utilities or other services to the Company or its Subsidiaries, including, but not limited to, the cost of the preparation of Returns, cash management expenses and insurance and legal expensesproperty, (x) all expenses incurred in connection with any indebtedness of the Company or other credit arrangement (including any line of creditsecurity, loan commitment or letter of credit for the Company or related to the Investment (or any underlying asset))window cleaning, (xi) all legalreplacement of wall and floor coverings, accountingceiling tiles and fixtures in lobbies, investment bankingcorridors, real estate, tax, financial or other consulting, audit, appraisal restrooms and other expenses common or public areas of facilities, but specifically excluding (to the extent not subject to reimbursementi) incurred by the Company or any Parallel Investment Vehicle in respect of its operation ground rent and affairsmortgage interest, (xiiii) all expenses and costs associated with the acquisition of the Investment leasing commissions and (xiiiiii) all expenses any replacement or improvement reasonably and costs associated with the administration and enforcement of the portion of the Investment comprised of the Debt (including if such Debt remains outstanding following the effective date of the Plan and the appointment of a receiver, if necessary) (“Operating Expenses”)commonly characterized as capital improvements.