Common use of Project Expenses Clause in Contracts

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

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

Project Expenses. Building Operating Expenses shall include the Building's ’s equitable share of all direct costs of operation, maintenance, repair and management of the Project (as opposed to expenses relating solely to the Building or any other particular building within the Project) and/or the Exterior Common Area, determined by Lessor's ’s standard accounting practices (collectively, "“Project Expenses"”). Such costs shall be allocated by Lessor between the Building containing the Premises and the other buildings containing Rentable Area located within the Project from time to time, if any, in such manner as Lessor reasonably determines in good faith. If at any time the Building is the only building within the Project containing Rentable Area, then the Building's ’s share of Project Expenses shall equal one hundred percent (100%). Project Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, repairs, resurfacing, painting, restriping, cleaning, sweeping, and janitorial services; maintenance and repair of sidewalks, curbs, signs and other Exterior Common Areas; maintenance and repair of sprinkler systems, planting, and landscaping; trash removal; sewage; electricity, gas, water and any other utilities (including any temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of directional signs and other markers and bumpers; maintenance and repair of any fire protection systems, elevator systems, lighting systems, storm drainage systems and other utility systems; any governmental imposition or surcharge imposed upon Lessor or assessed against the Exterior Common Area or the Project; materials; supplies, tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance and repair of parking areas and parking structures, if any; maintenance and repair of structural parts (including foundation and floor slabs); elevator services, if applicable; material handling; fees for licenses and permits relating to the Exterior Common Area; the cost of complying with rules, regulation and orders of governmental authorities; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Project Expenses; personnel to implement such services, including if Lessor deems necessary, the cost of security guards and valet attendants; all annual assessments and special assessments levied or charged against the Project and/or Lessor pertaining to the Project by any owner's ’s association to which the Project is subject and/or otherwise under any matters of record to which the Project is subjectsubject provided such assessments would be permitted as a Project Expense; public liability, environmental impairments, property damage and fire and extended coverage insurance on Exterior Common Area (in such amounts and providing such coverage as determined in Lessor's ’s sole discretion and which may include, without limitation, liability, all risk property, lessor's ’s risk liability, war risk, vandalism, malicious mischief, sprinkler leakage, boiler and machinery, parking income, earthquake, flood and worker's ’s compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Exterior Common Area; and a commercially reasonable management fee equal to the actual management fee paid by Lessor not to exceed five four percent (54%) of gross receipts from the Project (exclusive of amounts collected from tenants of any building within the Project under their respective leases). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. It is the intent of the parties hereto that Project Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Exterior Common Area, and the specific examples of Project Expenses stated in this Article 7 are in no way intended to, and shall not limit the costs comprising Project Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions except as Lessor may be expressly required in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Exterior Common Areas shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Project is occupied during any calendar year, then in calculating Project Expenses for such year, the components of Project Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's ’s reasonable estimate of the amount of such Project Expenses had one hundred percent (100%) of the total Rentable Area of the Project been occupied during such year. Notwithstanding anything to In addition, if Landlord is not furnishing any particular work or service (the contrary contained in this leasecost of which, in no event shall Project Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Projectif performed by Landlord, (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Project, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Project, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Project to the extent reimbursed by insurance proceeds or to the extent the same would have been reimbursed by insurance proceeds had Lessor maintained the insurance required of Lessor under this Lease (provided that insurance deductibles and uninsured casualty damage up to $50,000.00 per occurrence (or such higher amount, not to exceed $100,000.00, as may be then commercially reasonable as an insurance deductible for comparable buildings in the San Mateo/Xxxxxx City area) shall be included in Project Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Project, (7) to the extent any employee of Lessor spends only a portion of his tenant who has undertaken to perform such work or her time working with respect to the Project (as opposed to full time work with respect to the Project), a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Project, (8) costs of correcting any presently existing non-compliance service in lieu of the performance thereof by Landlord, Project with applicable laws (as enforced upon the execution of this Lease; the parties hereby acknowledging that the foregoing reference to "as enforced" Expenses shall be deemed to relate to changes in the manner of interpretation and/or enforcement of the requirements of current laws as opposed to a failure of government authorities to have identified pre-existing non-compliance with applicable laws in effect upon the execution of this Lease) other than any such existing non-compliance where compliance work is not presently required to be performed (as opposed to existing non-compliance where compliance work is legally mandated even in the absence of subsequent improvements, alterations or change in use), (9) costs resulting from the negligence or wilful misconduct of Lessor, any other Project tenant or any of their respective agents, employees or contractors, or (10) costs of the annual premium for earthquake insurance increased by an amount equal to the extent in excess of two hundred percent (200%) of the costs of such annual premium for earthquake insurance for the year including the Commencement Date. In addition, (x) if the Building's share of any capital expenditure (as determined in accordance accounting principles customarily applied in the real estate industry) otherwise includable in additional Project Expenses costs more than Fifty Thousand Dollars ($50,000.00), then which would reasonably have been incurred during such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined period by Lessor, and Project Expenses shall not include the entire cost of Landlord if it had at its own expense furnished such expenditure as is so required work or service to be amortized in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life; and (y) if the aggregate amount of any capital expenditures (as determined in accordance accounting principles customarily applied in the real estate industry) otherwise includable in the Building's share of Project Expenses and Building Service Expenses in any year and which are not required to be amortized as provided in clause (x) above and/or pursuant to clause (x) of subparagraph (A) above, exceeds One Hundred Thousand Dollars ($100,000.00), then the portion of such capital expenditures in excess of the initial such One Hundred Thousand Dollars ($100,000.00) of such capital expenditures shall be amortized over the respective useful lives of the applicable capital expenditure items as reasonably determined by Lessor, and Project Expenses or Building Service Expenses, as applicable, shall not include the entire cost of such expenditures as are so required to be amortized in the year incurred, but shall include annual amortization of such expenditures during each year of their respective useful lives. There shall be no duplication of items included in Building Service Expenses and Project Expensestenant.

Project Expenses. Building Operating Expenses shall include the Building's ’s equitable share of all direct costs of operation, maintenance, repair and management of the Project (as opposed to expenses relating solely to the Building or any other particular building within the Project) and/or the Exterior Common Area, determined by Lessor's standard accounting practices (collectively, "“Project Expenses"”). Such costs shall be allocated by Lessor between the Building containing the Premises and the other buildings containing Rentable Area located within the Project from time to time, if any, in such manner as Lessor reasonably determines in good faith. If the Building is the only building within the Project containing Rentable Area, then the Building's share of Project Expenses shall equal one hundred percent (100%). Project Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, maintenance and repairs, resurfacing, painting, restriping, cleaning, sweeping, and janitorial services; maintenance and repair of sidewalks, curbs, signs and other Exterior Common Areas; maintenance and repair of sprinkler systems, planting, and landscaping; trash removal; sewage; electricity, gas, water and any other utilities (including any temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of directional signs and other markers and bumpers; maintenance and repair of any fire protection systems, elevator systems, lighting systems, storm drainage systems and other utility systems; any governmental imposition or surcharge imposed upon Lessor or assessed against the Exterior Common Area or the Project; materials; supplies, tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance and repair of parking areas and parking structures, if any, less any parking revenue received by Lessor for the use of Project parking areas; maintenance and repair of structural parts (including foundation and floor slabs); elevator services, if applicable; : material handling; fees for licenses and permits relating to the Exterior Common Area; the cost of complying with rules, regulation and orders of governmental authorities; reasonable accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Project Expenses; personnel to implement such services, including if Lessor deems necessary, the cost of security guards and valet attendants; all annual assessments and special assessments levied or charged against the Project and/or Lessor pertaining to the Project by any owner's association the Cupertino City Center Owner’s Association pursuant to which the Project is subject and/or otherwise under any matters of record to which the Project is subject“CCamp;R’s” (as hereinafter defined); public liability, environmental impairments, property damage and fire and extended coverage insurance on Exterior Common Area (in such amounts and providing such coverage as determined in Lessor's ’s sole discretion and which may include, without limitation, liability, all risk property, lessor's ’s risk liability, war risk, vandalism, malicious mischief, sprinkler leakage, boiler and machinery, parking income, earthquake, flood and worker's ’s compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Exterior Common Area; and a commercially reasonable management fee consistent with competitive market fees payable in connection with the management of first-class office projects in the vicinity of the Project and comparable to the Project, not to exceed five percent (5%) of gross receipts from the Project (exclusive of amounts collected from tenants of any building within the Project under their respective leases). In the event of casualty damage to the Exterior Common Area, Project Expenses shall not include (1) the cost of repair of insured casualty damage to the extent such costs are reimbursed by the proceeds of insurance maintained by Lessor, or (2) the costs of repair of uninsured casualty damage to the extent such costs exceeds what would have been a commercially customary deductible amount under a commercially customary policy of insurance covering such category of casualty (had such insurance been maintained). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. In the event Lessor makes capital improvements which have the effect of reducing Project Expenses. Lessor may amortize its investment in said improvements as a Project Expense in accordance with standard accounting practices provided that such amortization is not at a rate greater than the anticipated savings in the Project Expenses. It is the intent of the parties hereto that Project Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Exterior Common Area, and the specific examples of Project Expenses stated in this Article 7 are in no way intended to, and shall not limit the costs comprising Project Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions except as Lessor may be expressly required in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Exterior Common Areas shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Project is occupied during any calendar year, then in calculating Project Expenses for such year, the components of Project Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's ’s reasonable estimate of the amount of such Project Expenses had one hundred percent (100%) of the total Rentable Area of the Project been occupied during such year. Notwithstanding anything to the contrary contained in this lease, in no event shall Project Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Project, (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Project, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Project, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Project to the extent reimbursed by insurance proceeds or to the extent the same would have been reimbursed by insurance proceeds had Lessor maintained the insurance required of Lessor under this Lease (provided that insurance deductibles and uninsured casualty damage up to $50,000.00 per occurrence (or such higher amount, not to exceed $100,000.00, as may be then commercially reasonable as an insurance deductible for comparable buildings in the San Mateo/Xxxxxx City area) shall be included in Project Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Project, (7) to the extent any employee of Lessor spends only a portion of his or her time working with respect to the Project (as opposed to full time work with respect to the Project), a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Project, (8) costs of correcting any presently existing non-compliance of the Project with applicable laws (as enforced upon the execution of this Lease; the parties hereby acknowledging that the foregoing reference to "as enforced" shall be deemed to relate to changes in the manner of interpretation and/or enforcement of the requirements of current laws as opposed to a failure of government authorities to have identified pre-existing non-compliance with applicable laws in effect upon the execution of this Lease) other than any such existing non-compliance where compliance work is not presently required to be performed (as opposed to existing non-compliance where compliance work is legally mandated even in the absence of subsequent improvements, alterations or change in use), (9) costs resulting from the negligence or wilful misconduct of Lessor, any other Project tenant or any of their respective agents, employees or contractors, or (10) costs of the annual premium for earthquake insurance to the extent in excess of two hundred percent (200%) of the costs of such annual premium for earthquake insurance for the year including the Commencement Date. In addition, (x) if the Building's share of any capital expenditure (as determined in accordance accounting principles customarily applied in the real estate industry) otherwise includable in Project Expenses costs more than Fifty Thousand Dollars ($50,000.00), then such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined by Lessor, and Project Expenses shall not include the entire cost of such expenditure as is so required to be amortized in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life; and (y) if the aggregate amount of any capital expenditures (as determined in accordance accounting principles customarily applied in the real estate industry) otherwise includable in the Building's share of Project Expenses and Building Service Expenses in any year and which are not required to be amortized as provided in clause (x) above and/or pursuant to clause (x) of subparagraph (A) above, exceeds One Hundred Thousand Dollars ($100,000.00), then the portion of such capital expenditures in excess of the initial such One Hundred Thousand Dollars ($100,000.00) of such capital expenditures shall be amortized over the respective useful lives of the applicable capital expenditure items as reasonably determined by Lessor, and Project Expenses or Building Service Expenses, as applicable, shall not include the entire cost of such expenditures as are so required to be amortized in the year incurred, but shall include annual amortization of such expenditures during each year of their respective useful lives. There shall be no duplication of items included in Building Service Expenses and Project Expenses.

Project Expenses. Building Operating Expenses shall include the Building's ’s equitable share of all direct costs casts of operation, maintenance, repair and management of the Project (as opposed to expenses relating solely to the Building or any other particular building within the Project) and/or the Exterior Common Area, determined by Lessor's ’s standard accounting practices (collectively, "“Project Expenses"”). Such costs shall be allocated by Lessor between the Building containing the Premises and the other buildings containing Rentable Area located within the Project from time to time, if any, in such manner manlier as Lessor reasonably determines in good faith. If the Building is the only building within the Project containing Rentable Area, then the Building's share of Project Expenses faith provided that such allocated costs to all parties shall equal one hundred percent (not exceed 100%)% thereof. Project Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, repairs, resurfacing, painting, restriping, cleaning, sweeping, and janitorial services; maintenance and repair of sidewalks, curbs, signs and other Exterior Common Areas; maintenance and repair of sprinkler systems, planting, and landscaping; trash removal; sewage; electricity, gas, water and any other utilities (including any temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of directional signs and other markers and bumpers; maintenance and repair of any fire protection systems, elevator systems, lighting systems, storm drainage systems and other utility systems; any governmental imposition or surcharge imposed upon Lessor or assessed against the Exterior Common Area or the Project; materials; supplies, tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance and repair of parking areas and parking structures, if any; maintenance and repair of structural parts (including foundation and floor slabs); elevator services, if applicable; material handling; fees for licenses and permits relating to the Exterior Common Area; the cost of complying with rules, regulation and orders of governmental authorities; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Project Expenses; personnel to implement such servicesservices (including, including without limitation, if Lessor deems necessary, the cost of security guards guards, maintenance personnel, engineers and valet attendants); all annual assessments and special assessments levied or charged against the Project and/or Lessor pertaining to the Project by any owner's association the Cupertino City Center Owner’s Association pursuant to which the Project is subject and/or otherwise under any matters of record to which the Project is subject“CC&R’s” (as hereinafter defined); public liability, environmental impairments, property damage and fire and extended coverage insurance on Exterior Common Area (in such amounts accounts and providing such coverage as determined in Lessor's ’s sole discretion and which may include, without limitation, liability, all risk property, lessor's ’s risk liability, war risk, vandalism, malicious mischief, sprinkler sprinlder leakage, boiler and machinery, parking income, earthquake, flood and worker's ’s compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Exterior Common Area; and a commercially reasonable management fee not equal to exceed five four percent (54%) of gross receipts from the Project (exclusive of amounts collected from tenants of any building within the Project under their respective leases). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. It is the intent of the parties hereto that Project Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Exterior Common Area, and the specific examples of Project Expenses stated in this Article 7 are in no way intended to, and shall not limit the costs comprising Project Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions except as Lessor may be expressly required in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Exterior Common Areas shall be at the sole discretion of Lessor and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Project is occupied during any calendar year, then in calculating Project Expenses for such year, the components of Project Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's ’s reasonable estimate of the amount of such Project Expenses had one hundred percent (100%) of the total Rentable Area of the Project been occupied during such year. Notwithstanding anything to In addition, if Lessor is not furnishing any particular work or service (the contrary contained in this leasecost of which, in no event shall Project Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Projectif performed by Lessor, (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Project, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Project, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Project to the extent reimbursed by insurance proceeds or to the extent the same would have been reimbursed by insurance proceeds had Lessor maintained the insurance required of Lessor under this Lease (provided that insurance deductibles and uninsured casualty damage up to $50,000.00 per occurrence (or such higher amount, not to exceed $100,000.00, as may be then commercially reasonable as an insurance deductible for comparable buildings in the San Mateo/Xxxxxx City area) shall be included in Project Expenses), (5) reserves for future expenses beyond anticipated expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Project, (7) to the extent any employee of Lessor spends only a portion of his tenant who has undertaken to perform such work or her time working with respect to the Project (as opposed to full time work with respect to the Project), a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Project, (8) costs of correcting any presently existing non-compliance service in lieu of the performance thereof by Lessor, Project with applicable laws (as enforced upon the execution of this Lease; the parties hereby acknowledging that the foregoing reference to "as enforced" Expenses shall be deemed to relate to changes in the manner of interpretation and/or enforcement of the requirements of current laws as opposed to a failure of government authorities to have identified pre-existing non-compliance with applicable laws in effect upon the execution of this Lease) other than any such existing non-compliance where compliance work is not presently required to be performed (as opposed to existing non-compliance where compliance work is legally mandated even in the absence of subsequent improvements, alterations or change in use), (9) costs resulting from the negligence or wilful misconduct of Lessor, any other Project tenant or any of their respective agents, employees or contractors, or (10) costs of the annual premium for earthquake insurance increased by an amount equal to the extent in excess of two hundred percent (200%) of the costs of such annual premium for earthquake insurance for the year including the Commencement Date. In addition, (x) if the Building's share of any capital expenditure (as determined in accordance accounting principles customarily applied in the real estate industry) otherwise includable in additional Project Expenses costs more than Fifty Thousand Dollars ($50,000.00), then which would reasonably have been incurred during such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined period by Lessor, and Project Expenses shall not include the entire cost of Lessor if it had at its own expense furnished such expenditure as is so required work or service to be amortized in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life; and (y) if the aggregate amount of any capital expenditures (as determined in accordance accounting principles customarily applied in the real estate industry) otherwise includable in the Building's share of Project Expenses and Building Service Expenses in any year and which are not required to be amortized as provided in clause (x) above and/or pursuant to clause (x) of subparagraph (A) above, exceeds One Hundred Thousand Dollars ($100,000.00), then the portion of such capital expenditures in excess of the initial such One Hundred Thousand Dollars ($100,000.00) of such capital expenditures shall be amortized over the respective useful lives of the applicable capital expenditure items as reasonably determined by Lessor, and Project Expenses or Building Service Expenses, as applicable, shall not include the entire cost of such expenditures as are so required to be amortized in the year incurred, but shall include annual amortization of such expenditures during each year of their respective useful lives. There shall be no duplication of items included in Building Service Expenses and Project Expensestenant.

Project Expenses. Building Operating Expenses shall include the Building's ’s equitable share of all direct costs of operation, maintenance, repair and management of the Project (as opposed to expenses relating solely to the Building or any other particular building within the Project) and/or the Exterior Common Area, determined by Lessor's standard ’s commercially reasonable real estate accounting practices practices, consistently applied (collectively, "“Project Expenses"”). Such costs shall be allocated by Lessor between the Building containing the Premises and the other buildings containing Rentable Area located within the Project from time to time, if any, in such manner as Lessor reasonably determines in good faith. If at any time the Building is the only building within the Project containing Rentable Area, then the Building's ’s share of Project Expenses shall equal one hundred percent (100%). Project Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, repairs, resurfacing, painting, restriping, cleaning, sweeping, and janitorial services; maintenance and repair of sidewalks, curbs, signs and other Exterior Common Areas; maintenance and repair of sprinkler systems, planting, and landscaping; trash removal; sewage; electricity, gas, water and any other utilities (including any temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of directional signs and other markers and bumpers; maintenance and repair of any fire protection systems, elevator systems, lighting systems, storm drainage systems and other utility systems; any governmental imposition or surcharge imposed upon Lessor or assessed against the Exterior Common Area or the Project; materials; supplies, tools; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance and repair of parking areas and parking structures, if any; routine maintenance and repair of structural parts (including foundation and floor slabs); elevator services, if applicable; material handling; fees for licenses and permits relating to the Exterior Common Area; the cost of complying with rules, regulation and orders of governmental authoritiesauthorities to the extent provided in this Lease; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Project Expenses; personnel to implement such services, including if Lessor deems necessary, the cost of security guards and valet attendants; all annual assessments and special assessments levied or charged against the Project and/or Lessor pertaining to the Project by any owner's ’s association to which the Project is subject and/or otherwise under any matters of record to which the Project is subject; public liability, environmental impairments, property damage and fire and extended coverage insurance on Exterior Common Area (in such amounts and providing such coverage as determined in Lessor's ’s sole discretion and which may include, without limitation, liability, all risk property, lessor's ’s risk liability, war risk, vandalism, malicious mischief, sprinkler leakage, boiler and machinery, parking income, earthquake, flood and worker's ’s compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Exterior Common Area; and a commercially reasonable management fee not to exceed five percent (5%) of gross receipts from the Project (exclusive of amounts collected from tenants of any building within the Project under their respective leases). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. It is the intent of the parties hereto that Project Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Exterior Common Area, and the specific examples of Project Expenses stated in this Article 7 are in no way intended to, and shall not limit the costs comprising Project Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions except as Lessor may be expressly required in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Exterior Common Areas shall be at reasonably determined by Lessor so as to maintain the sole discretion same in good condition and repair, reasonable wear and tear excepted (subject to the express provisions of Lessor this Lease governing maintenance, repair, replacement, casualty and condemnation) and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Project is occupied during any calendar year, then in calculating Project Expenses for such year, the components of Project Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's ’s reasonable estimate of the amount of such Project Expenses had one hundred percent (100%) of the total Rentable Area of the Project been occupied during such year. Notwithstanding In addition, if Lessor is not furnishing any particular work or service (the cost of which, if performed by Lessor, would be included in Project Expenses) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Lessor, then for purposes of determining the fraction which is Lessee’s Percentage Share of Project Expenses for such item(s) of work and/or service, the rentable square footage of the premises of such tenant(s) shall be excluded from the denominator. However, notwithstanding the foregoing or anything to the contrary contained in this leaseLease, in no event shall Project Expenses include include (1) any costs relating to the structural repairs to maintain the structural integrity of the Project, (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's ’s leased premises within the Project Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the ProjectBuilding, (32) costs in order to market space to potential tenants, leasing commissions, and attorneys' ’ fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the ProjectBuilding, (43) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Project to the extent reimbursed by insurance proceeds or to the extent the same would have been reimbursed by insurance proceeds had Lessor maintained the insurance required of Lessor under this Lease reserves (provided except that insurance deductibles and uninsured casualty damage up to $50,000.00 per occurrence (or such higher amount, not to exceed $100,000.00, as may be then commercially reasonable as an insurance deductible for comparable buildings in the San Mateo/Xxxxxx City area) nothing contained herein shall be included in Project Expenses), (5) reserves for future expenses beyond deemed to prevent Lessor’s collection of anticipated expenses Building Service Expenses for the current year), (64) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the ProjectBuilding, (75) to the extent any employee of Lessor spends only a portion of his or her time working with respect to the Project Building (as opposed to full time work with respect to the ProjectBuilding), a prorated amount of such employee's ’s wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the ProjectBuilding, (8) 6) increased costs of correcting any presently existing non-compliance of the Project with applicable laws (as enforced upon the execution of this Lease; the parties hereby acknowledging that the foregoing reference to "as enforced" shall be deemed to relate to changes in the manner of interpretation and/or enforcement of the requirements of current laws as opposed to a failure of government authorities to have identified pre-existing non-compliance with applicable laws in effect upon the execution of this Lease) performance or other than any such existing non-compliance where compliance work is not presently required to be performed (as opposed to existing non-compliance where compliance work is legally mandated even in the absence of subsequent improvements, alterations costs or change in use), (9) costs damages directly resulting from the negligence or wilful willful misconduct of Lessor or Lessor, any other Project tenant or any of their respective ’s agents, employees or contractors, (7) costs (including attorney’s fees and costs) incurred due to violation by Lessor or any other tenant in the Building of the terms and conditions of any lease for space within the Building or arising out of any other dispute between Lessor and any other tenant, (8) the cost of any service provided to Lessee or other occupants of the Building or other cost includable in Building Service Expenses pursuant hereto for which Lessor is, or is entitled to be, separately reimbursed by insurance, third parties or otherwise (other than reimbursement by lessees as a part of their respective payments of Building Service Expenses), (9) charitable or political contributions, (10) interest, penalties or other costs arising out of Lessor’s failure to make timely payment of its obligations, (11) overhead and profit paid to Lessor or to subsidiaries or affiliates of Lessor for goods and/or services in the annual premium for earthquake insurance Building to the extent in excess of two hundred percent (200%) of the same exceeds the costs of such annual premium for earthquake insurance for goods and/or services rendered by qualified, unaffiliated third parties on a competitive basis, (12) costs to remediate Hazardous Materials located upon, within or beneath the year including Building prior to the Commencement Date. In addition, (x13) costs (other than ordinary maintenance) for sculpture, paintings and other objects of art, (14) costs associated with the operation of the business of the partnership or entity which constitutes Lessor as the same are distinguished from the costs of the operation of the Project, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of Lessor’s interest in the Project, costs of any disputes between Lessor and its employees (if any) not engaged in the operation of the Project, disputes of Lessor with Project management, or outside fees paid in connection with disputes with other Project lessees or occupants, (15) leasing commissions and other similar costs associated with marketing the Building's share of , (16) costs incurred for restoration following condemnation to the extent reimbursed by insurance proceeds (provided that insurance deductibles and uninsured casualty damage up to $50,000 per occurrence (or such higher amount, not to exceed $100,000, as may be then commercially reasonable as an insurance deductible for comparable buildings in the Mountain View/Palo Alto area) shall be included in Building Service Expenses), (17) costs associated with alterations, improvements, repairs or replacements (including those resulting from any capital expenditure (as determined legal requirement that Lessor is permitted to charge to Lessee hereunder) that can be amortized in accordance accounting principles customarily applied in with GAAP except to the real estate industry) otherwise includable in Project Expenses costs more than Fifty Thousand Dollars ($50,000.00), then such capital expenditure shall be extent amortized over the useful life of the applicable item as in question (reasonably determined by Lessor, and Project Expenses shall not include the entire cost of such expenditure as is so required to be amortized in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life; and (y) if the aggregate amount of any capital expenditures (as determined in accordance accounting principles customarily applied in the real estate industrywith GAAP) otherwise includable in at an interest rate that Lessor pays to finance such items or would be required to pay to an institutional lender if such financing were obtained, and (18) costs associated with any retail concession located at the Building's share of Project Expenses and Building Service Expenses ; provided however, in any year and which are not required no event shall this exclusion impact Lessor’s right to be amortized create cost pools as provided described in clause (x) above and/or pursuant to clause (x) of subparagraph (A) above, exceeds One Hundred Thousand Dollars ($100,000.00), then the portion of such capital expenditures in excess of the initial such One Hundred Thousand Dollars ($100,000.00) of such capital expenditures shall be amortized over the respective useful lives of the applicable capital expenditure items as reasonably determined by Lessor, and Project Expenses or Building Service Expenses, as applicable, shall not include the entire cost of such expenditures as are so required to be amortized in the year incurred, but shall include annual amortization of such expenditures during each year of their respective useful livesSection 7.b. There shall be no duplication of items included in Project Expenses and Building Service Expenses and Project Expenses.

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

Project Expenses. Building Operating Expenses shall include the Building's ’s equitable share of all direct costs of operation, maintenance, repair and management of the Project (as opposed to expenses relating solely to the Building or any other particular building within the Project) and/or the Exterior Common Area, determined by Lessor's standard ’s commercially reasonable real estate accounting practices (collectively, "“Project Expenses"”). Such costs shall be allocated by Lessor between the Building containing the Premises and the other buildings containing Rentable Area located within the Project from time to time, if any, in such manner as Lessor reasonably determines in good faith. If the Building is the only building within the Project containing Rentable Area, then the Building's share of Project Expenses shall equal one hundred percent (100%). Project Expenses as used herein shall include, but not be limited to, all sums expended in connection with all general maintenance, repairs, resurfacing, painting, restriping, cleaning, sweeping, and janitorial services; maintenance and repair of sidewalks, curbs, signs and other Exterior Common Areas; maintenance and repair of sprinkler systems, planting, and landscaping; trash removal; sewage; electricity, gas, water and any other utilities (including any temporary or permanent utility surcharge or other exaction whether now or hereafter imposed); maintenance and repair of directional signs and other markers and bumpers; maintenance and repair of any fire protection systems, elevator systems, lighting systems, storm drainage systems and other utility systems; any governmental imposition or surcharge imposed upon Lessor or assessed against the Exterior Common Area or the Project; materials; supplies, tools; depreciation amortization (over the reasonably anticipated useful life of the applicable item) on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); service agreements on equipment; maintenance and repair of parking areas and parking structures, if any; non-structural maintenance and repair of structural parts (including foundation and floor slabs); elevator services, if applicable; material handling; fees for licenses and permits relating to the Exterior Common Area; the cost of complying with rules, regulation and orders of governmental authorities; accounting and legal fees; the cost of contesting the validity or applicability of any governmental enactment which may affect Project Expenses; personnel to implement such services, including if Lessor deems necessary, the cost of security guards and valet attendants; all annual assessments and special assessments levied or charged against the Project and/or Lessor pertaining to the Project by any owner's association the Cupertino City Center Owner’s Association pursuant to which the Project is subject and/or otherwise under any matters of record to which the Project is subject“CC&R’s” (as hereinafter defined); public liability, environmental impairments, property damage and fire and extended coverage insurance on Exterior Common Area (in such amounts and providing such coverage as determined in Lessor's ’s sole discretion and which may include, without limitation, liability, all risk property, lessor's ’s risk liability, war risk, vandalism, malicious mischief, sprinkler leakage, boiler and machinery, parking income, earthquake, flood and worker's ’s compensation insurance); compensation and fringe benefits payable to all persons employed by Lessor in connection with the operation, maintenance, repair and management of the Exterior Common Area; and a commercially reasonable management fee not to exceed five four percent (54%) of gross receipts from the Project (exclusive of amounts collected from tenants of any building within the Project under their respective leases). Lessor may cause any or all of said services to be provided by an independent contractor or contractors, or they may be rendered by Lessor. It is the intent of the parties hereto that Project Expenses shall include every cost paid or incurred by Lessor in connection with the operation, maintenance, repair and management of the Exterior Common Area, and the specific examples of Project Expenses stated in this Article 7 are in no way intended to, and shall not limit the costs comprising Project Expenses, nor shall such examples be deemed to obligate Lessor to incur such costs or to provide such services or to take such actions except as Lessor may be expressly required in other portions of this Lease, or except as Lessor, in its sole discretion, may elect. The maintenance of the Exterior Common Areas shall be at reasonably determined by Lessor so as to maintain the sole discretion same in good condition and repair, reasonable wear and tear excepted (subject to the express provisions of Lessor this Lease governing maintenance, repair, replacement, casualty and condemnation) and all costs incurred by Lessor in good faith shall be deemed conclusively binding on Lessee. If less than one hundred percent (100%) of the Rentable Area of the Project is occupied during any calendar year, then in calculating Project Expenses for such year, the components of Project Expenses which vary based upon occupancy level shall be adjusted to equal Lessor's ’s reasonable estimate of the amount of such Project Expenses had one hundred percent (100%) of the total Rentable Area of the Project been occupied during such year. Notwithstanding anything to the contrary contained in this leaseLease, in no event shall Project Expenses include (1) any costs relating to the structural repairs to maintain the structural integrity of the Project (including, without limitation, the structural repairs to the structural elements of the exterior, walls, roof, columns, footings and floor slab of the Project), (2) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's ’s leased premises within the Project or incurred in renovating or otherwise improving, decorating, . painting or redecorating vacant leasable space within the Project, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys' ’ fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other costs in connection with lease, sublease and/or assignment negotiations with present or prospective tenants or other occupants of the Project, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or for repair of damage to the Project to the extent resulting from a casualty event not covered by Lessor’s insurance or to the extent reimbursed by insurance proceeds or to the extent the same would have been reimbursed by insurance proceeds had Lessor maintained the insurance required of Lessor under this Lease (provided that insurance deductibles and uninsured casualty damage up to $50,000.00 per occurrence (or such higher amount, not to exceed $100,000.00, as may be then commercially reasonable as an insurance deductible for comparable buildings in the San Mateo/Xxxxxx City area) Cupertino area shall be included in Project Expenses), (5) reserves for future expenses beyond (except that nothing contained herein shall be deemed to prevent Lessor’s collection of anticipated expenses Project Expenses for the current year, (6) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Project, (7) to the extent any employee of Lessor spends only a portion of his or her time working with respect to the Project (as opposed to full time work with respect to the Project), a prorated amount of such employee's wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Project, (8) costs of correcting any presently existing non-compliance of the Project with applicable laws (as enforced upon the execution of this Lease; the parties hereby acknowledging that the foregoing reference to "as enforced" shall be deemed to relate to changes in the manner of interpretation and/or enforcement of the requirements of current laws as opposed to a failure of government authorities to have identified pre-existing non-compliance with applicable laws in effect upon the execution of this Lease) other than any such existing non-compliance where compliance work is not presently required to be performed (as opposed to existing non-compliance where compliance work is legally mandated even in the absence of subsequent improvements, alterations or change in use), (9) costs resulting from the negligence or wilful misconduct of Lessor, any other Project tenant or any of their respective agents, employees or contractors, or (10) costs of the annual premium for earthquake insurance to the extent in excess of two hundred percent (200%) of the costs of such annual premium for earthquake insurance for the year including the Commencement Date. In addition, (x) if the Building's share of any capital expenditure (as determined in accordance accounting principles customarily applied in the real estate industry) otherwise includable in Project Expenses costs more than Fifty Thousand Dollars ($50,000.00), then such capital expenditure shall be amortized over the useful life of the applicable item as reasonably determined by Lessor, and Project Expenses shall not include the entire cost of such expenditure as is so required to be amortized in the year incurred, but shall include annual amortization of such expenditure during each year of such useful life; and (y) if the aggregate amount of any capital expenditures (as determined in accordance accounting principles customarily applied in the real estate industry) otherwise includable in the Building's share of Project Expenses and Building Service Expenses in any year and which are not required to be amortized as provided in clause (x) above and/or pursuant to clause (x) of subparagraph (A) above, exceeds One Hundred Thousand Dollars ($100,000.00), then the portion of such capital expenditures in excess of the initial such One Hundred Thousand Dollars ($100,000.00) of such capital expenditures shall be amortized over the respective useful lives of the applicable capital expenditure items as reasonably determined by Lessor, and Project Expenses or Building Service Expenses, as applicable, shall not include the entire cost of such expenditures as are so required to be amortized in the year incurred, but shall include annual amortization of such expenditures during each year of their respective useful lives. There shall be no duplication of items included in Building Service Expenses and Project Expenses.