Amenities. Subject to Tenant’s obligations specified in the Lease, during the entire Term, Landlord shall provide the following amenities (“Amenities”) to Tenant and its employees at no additional cost (other than through recovery through Operating Charges as set forth in and subject to the terms of [Exhibit E] attached hereto) except as otherwise provided herein, all in a manner consistent with the first-class nature of the Building:

Project Amenities. Landlord hereby acknowledges that as of the date of this Lease Landlord is planning to provide on the first floor of the Building a loading dock, grab and go food service, outdoor seating and meeting space, connection to the rails-to-trails walking/biking path and a fitness center for use by the tenants of the Project during the Lease Term, and in connection therewith Landlord agrees to utilize commercially reasonable efforts to maintain such amenities throughout the Lease Term; provided, however, Tenant nevertheless acknowledges herby that if despite such commercially reasonable efforts, Landlord is unable for any reason to maintain continuous operation of such amenities during the Lease Term, in no event shall such failure be deemed a default of the Lease, nor shall such failure impact the validity of this Lease and Landlord shall not be subject to any liability for such failure. In such event Landlord shall utilize commercially reasonable efforts to provide replacement food services to Tenant (e.g., the routine scheduling of food trucks to the Project).

Commencing on the Commencement Date, Tenant shall pay to Landlord a fixed fee during the Base Term equal to $0.12 per rentable square foot of the Premises per month (“Amenities Fee”), which Amenities Fee shall by payable on the first day of each month during the Term whether or not Tenant elects to use any or all of the Amenities. The Amenities Fee shall be increased annually on each anniversary of the Commencement Date by 3%. With respect to the Extension Term, if exercised by Tenant, Landlord may impose a market fee in connection with the Amenities. If all of the Amenities at The Alexandria become materially unavailable for use by Tenant (for any reason other than a Default by Tenant under this Lease or the default by Tenant of any agreement(s) relating to the use of the Amenities by Tenant) for a period in excess of 90 consecutive days, then, commencing on the date that the Amenities in their entirety become materially unavailable for use by Tenant and continuing for the period that the Amenities in their entirety remain materially unavailable for use by Tenant, the Amenities Fee then-currently payable by Tenant shall be abated.

Cousins TRS Austin Amenities, LLC

Use of the Fitness Facility, the Conference Facility (if any), the Harbor Way Terrace, the Roof Terrace and the Bike Storage Facility shall, in addition to the foregoing provisions of [Sections 14.4], be in accordance with all applicable provisions of this Lease (including, without limitation, the insurance and indemnity provisions) and subject to such reasonable rules and regulations as Landlord may reasonably promulgate and uniformly enforce with respect thereto from time to time. Landlord shall maintain (making repairs and replacements when reasonably necessary) all Amenities throughout the Lease Term (as may be extended) in first-class condition and repair, and in accordance with any specific requirements contained herein. Subject to the foregoing, Landlord shall have the right at any time, in its sole but reasonable discretion, to: # reasonably modify (but not to the extent of essentially depriving Tenant of their benefit) the hours of operation of any of the foregoing Amenities, consistent with the first-class standard for the Amenities contemplated hereby; # modify the size, type, capacity or configuration of the foregoing Amenities, all while keeping the Amenities in accordance with the requirements of this Lease, and provided the Amenities are not materially diminished or put in less than a first-class condition; # relocate any of the foregoing Amenities to another portion of the Building (which location with respect to the Harbor Way Terrace and the Roof Terrace only shall be reasonably comparable to its prior location); or # perform any other reasonable act with respect to the foregoing Amenities, consistent with the first class nature thereof and Tenant’s rights to use the Amenities as provided herein. In the event that Landlord makes any modification with respect to the foregoing Amenities pursuant to the immediately preceding sentence, then costs of such modification shall be included within Operating Charges, except to the extent such costs should be reasonably characterized as capital expenditures and excluded pursuant to the definition of Operating Charges, or as otherwise provided in [Exhibit E].

Rules and Regulations. Tenant shall be solely responsible for paying for any and all ancillary services (e.g., audio visual equipment) provided to Tenant, all food services operators and any other third party vendors providing services to Tenant at The Alexandria. Tenant shall use the Amenities (including, without limitation, the Shared Conference Facilities) in compliance with all applicable Legal Requirements and any rules and regulations imposed by The Alexandria Landlord or Landlord from time to time and in a manner that will not interfere with the rights of other Users. The use of Amenities other than the Shared Conference Facilities by employees of Tenant shall be in accordance with the terms and conditions of the standard licenses, indemnification and waiver agreement required by The Alexandria Landlord or the operator of the Amenities to be executed by all persons wishing to use such Amenities. Neither The Alexandria Landlord nor Landlord (nor, If applicable, any other affiliate of Landlord) shall have any liability or obligation for the breach of any rules or regulations by other Users with respect to the Amenities. Tenant shall not make any alterations, additions, or improvements of any kind to the Shared Conference Facilities, the Amenities or The Alexandria.

Tenant acknowledges and agrees that The Alexandria Landlord shall have the right at any time and from time to time to reconfigure, relocate, modify or remove any of the Amenities at The Alexandria and/or to revise, expand or discontinue any of the services (if any) provided in connection with the Amenities.

Generally. ARE-SD Region No, 17, LLC, a Delaware limited liability company (“The Alexandria Landlord”) has constructed certain amenities at the property owned by The Alexandria Landlord located at 10996 Torreyana Road, San Diego, California (“The Alexandria”), which, as of the date of this Lease, include, without limitation, shared conference facilities (“Shared Conference Facilities”), a fitness center and restaurant (collectively, the “Amenities”) for non-exclusive use by # Tenant, # other tenants of the Project, # Landlord, # the tenants of The Alexandria Landlord, # The Alexandria Landlord, # other affiliates of Landlord, The Alexandria Landlord and Alexandria Real Estate Equities, Inc. (“ARE”), # the tenants of such other affiliates of Landlord, The Alexandria Landlord and ARE, and # any other parties permitted by The Alexandria Landlord (collectively, “Users”). Landlord, The Alexandria Landlord, ARE, and all affiliates of Landlord, Alexandria Landlord and ARE may be referred to collectively herein as the “ARE Parties.” Notwithstanding anything to the contrary contained herein, Tenant acknowledges and agrees that The Alexandria Landlord shall have the right, at the sole discretion of The Alexandria Landlord, to not make the Amenities available for use by some or all currently contemplated Users (including Tenant). The Alexandria Landlord shall have the sole right to determine all matters related to the Amenities including, without limitation, relating to the reconfiguration, relocation, modification or removal of any of the Amenities at The Alexandria and/or to revise, expand or discontinue any of the services (if any) provided in connection with the Amenities. Tenant acknowledges and agrees that Landlord has not made any representations or warranties regarding the availability of the Amenities and that Tenant is not entering into this Lease relying on the continued availability of the Amenities to Tenant.

rent for the amenities center or for any office space occupied by Project management personnel;

Use of Property. The Property is to be used exclusively as a student housing facility with parking, shared amenities and ancillary retail space and other appurtenant and related uses and such use and configuration shall not be changed without the prior written consent of ​, which consent may be withheld in ​’s sole discretion. ​ has paid in full for, and is the owner of, all furnishings, fixtures and equipment used in connection with the operation of the Property (other than Tenants’ property), free and clear of any and all security interests, liens or encumbrances, except the lien and security interest created by this Agreement, the Note, the Mortgage and the other Loan Documents.