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.

Upon the commencement of the Extension Term, Base Rent shall be payable at the Market Rate (as defined below). Base Rent shall thereafter be adjusted on each annual anniversary of the commencement of such Extension Term by a percentage as determined by Landlord and agreed to by Tenant at the time the Market Rate is determined. As used herein, “Market Rate” shall mean the rate that comparable landlords of comparable buildings have accepted in current transactions from non-equity (i.e., not being offered equity in the buildings) and nonaffiliated tenants of similar financial strength for space of comparable size, quality (including all Tenant Improvements, Alterations and other improvements) and floor height in Class A laboratory/office buildings in the Central San Diego submarket for a comparable term, with the determination of the Market Rate to take into account all relevant factors, including tenant inducements, views, available amenities (including, without limitation, the Amenities (as defined in Section 42 below), age of the Building, age of mechanical systems serving the Premises, parking costs, leasing commissions, allowances or concessions, if any. In addition, Landlord may impose a market rent for the parking rights provided hereunder. Notwithstanding anything to the contrary contained in this Section 39(a), if Tenant exercises its Extension Right pursuant to this Section 39. Landlord shall make available to Tenant an allowance in the maximum amount of $25.00 per rentable square foot of the Premises for fixed and permanent improvements desired by Tenant in the Premises and reasonably acceptable to Landlord.

No Interference. Notwithstanding anything contained in this Lease to the contrary, Landlord may at any time, but subject to the terms hereof, elect to alter, rehabilitate, renovate or otherwise improve all or any portion of the Building, the Premises or property of which the Premises are a part so long as # such construction does not materially and unreasonably interfere with Tenant’s access to and use of the Premises for the Permitted Use, or # Landlord continues to provide all services and Amenities it is obligated to provide pursuant to this Lease (subject to the rights of Landlord hereunder, including without limitation, [Section 14.5]). Without limiting the generality of the foregoing, Tenant acknowledges that Landlord may, subject to the terms of this Lease, undertake major renovations (including work with respect to the exterior façade, elevators, windows and columns and the construction of additional floors). In connection with any such work, Landlord may erect scaffoldings, sidewalk bridges, and other appurtenances, and certain windows in the Premises may be temporarily blocked due to the addition of building amenities. Subject to its rights hereunder, Tenant agrees not to interfere with such work, and that such alterations shall not constitute an actual or constructive eviction, in whole or in part, and rent shall not abate while such work is being undertaken reason of loss or interruption of the business of the Tenant or otherwise, nor shall Tenant have any claims against Landlord by reason of such work, all except as provided in [Section 23.4] below.

Tax Expenses shall include, without limitation: # Any tax on the rent, right to rent or other income from the Project, or any portion thereof, or as against the business of leasing the Project, or any portion thereof; # Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by ​ and ​ that Proposition 13 was adopted by the voters of the State of California in the June 1978 election (“Proposition 13”) and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments or the Project’s contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; # Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by ​ of the Premises, or any portion thereof; and # Any assessment, tax, fee, levy or charge, upon this transaction or any document to which ​ is a party, creating or transferring an interest or an estate in the Premises. All assessments which can be paid by ​ in installments, shall be paid by ​ in the maximum number of installments permitted by law (except to the extent inconsistent with the general practice of landlords of Comparable Buildings) and shall be included as Tax Expenses in the year in which the installment is actually paid.

License. Commencing on the Commencement Date, and so long as The Alexandria and the Project continue to be owned by affiliates of ARE, Tenant shall have the non-exclusive right to the use of the available Amenities in common with other Users pursuant to the terms of this Section 42. Tenant shall be entitled to 2.5 passes to the fitness center located at The Alexandria per 1,000 rentable square feet of the Premises for use by employees of Tenant employed at the Premises. If any employee of Tenant to whom a fitness center pass has been issued ceases to be an employee of Tenant at the Premises or any employee to whom an access card (which does not include a fitness center pass) has been issued ceases to be an employee of Tenant at the Premises, Tenant shall immediately upon such employee’s change in status collect such employee’s pass or access card, as applicable, and deliver it to Landlord along with written notice of such employee’s change in status.

Landlord Maintenance Obligation. Except as otherwise provided in this Lease and subject to normal wear and tear, Landlord at its expense (subject to reimbursement pursuant to [Exhibit E] if and to the extent permitted thereby) shall keep the Building Structure and Systems, as well as the Amenities and all other Property Common Areas which have a material effect on Tenant’s use of or access to the Premises, or the provision of the services Landlord is obligated to provide pursuant to the terms of this Lease, clean and in good operating condition and repair and, promptly after becoming aware of any item needing repair or replacement, will make such repair or replacement thereto. Notwithstanding any of the foregoing to the contrary: # maintenance and repair of all Tenant Items shall be the sole responsibility of Tenant and shall be deemed not to be a part of the Building Structure and Systems; and # Tenant shall be responsible for the reasonable cost of any repairs whatsoever brought about by any negligence or willful misconduct of Tenant or any Agent.

Prevailing Market Rate. The Base Rent payable by Tenant for the Premises during an Extension Term shall be the Prevailing Market Rate (as defined below) for the Premises, valued as of the commencement of such Extension Term, determined in the manner hereinafter provided. As used herein, the term “Prevailing Market Rate” shall mean the annual Base Rent that a willing tenant would pay, and that a willing landlord would accept, at arm’s length, for space comparable to the Premises within other comparable first class office buildings having more than two (2) stories located in the area including and bounded by South San Francisco to the north and Sunnyvale to the south (the “Comparable Buildings”), based upon binding lease transactions for tenants in Comparable Buildings (“Comparable Leases”). Comparable Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another tenant’s expansion rights. Rent rates payable under Comparable Leases shall be adjusted to account for variations between this Lease and the Comparable Leases with respect to: # the length of the Extension Term compared to the lease term of the Comparable Leases; # the rental structure, including, without limitation, rental rates per rentable square foot (including whether gross or net, and if gross, adjusting for base year or expense stop), additional rental, all other payments and escalations; # the size of the Premises compared to the size of the premises of the Comparable Leases; # the location, floor levels and efficiencies of the floor(s) of the Premises compared to the premises of the Comparable Lease; # free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; # the age and quality of construction of the Building compared to the Comparable Building; # the leasehold improvements and/or allowances, including the amounts thereof in renewal leases, and taking into account, in the case of renewal leases (including this Lease), the value of existing leasehold improvements to the renewal tenant, # access and proximity to Caltrain, # the amenities available to tenants in the Building compared to amenities available to tenants in Comparable Buildings; # the energy efficiencies and environmental elements of the Building compared to Comparable Buildings, including improvements required for the U.S. Green Building Council’s Leadership in Energy and Environmental Design (“LEED”) certification, # the brokerage commissions, # the availability of parking, the parking ratio and parking charges, and # the relative market rent rates within the geographic area referenced in the definition of Comparable Buildings.

Shared Conference Facilities. Use by Tenant of the Shared Conference Facilities and restaurant at The Alexandria shall be in common with other Users with scheduling procedures reasonably determined by The Alexandria Landlord or The Alexandria Landlord’s then designated event operator (“Event Operator”). Tenant’s use of the Shared Conference Facilities shall be subject to the payment by Tenant to The Alexandria Landlord of a fee equal to The Alexandria Landlord’s quoted rates for the usage of the Shared Conference Facilities in effect at the time of Tenant’s scheduling discounted by 30%. Tenant’s use of the conference rooms in the Shared Conference Area shall be subject to availability and The Alexandria Landlord (or, if applicable, Event Operator) reserves the right to exercise its reasonable discretion in the event of conflicting scheduling requests among Users. Tenant hereby acknowledges that # Biocom/San Diego, a California non-profit corporation (“Biocom”) has the right to reserve the Shared Conference Facilities and any reservable dining area(s) included within the Amenities for up to 50% of the time that such Shared Conference Facilities and reservable dining area(s) are available for use by Users each calendar month, and # lllumina, Inc., a Delaware corporation, has the exclusive use of the main conference room within the Shared Conference Facilities for up to 4 days per calendar month.

Terms and Conditions. If Tenant exercises the renewal option, then all of the terms and conditions set forth in this Lease as applicable to the Demised Premises during the initial term shall apply during such renewal term, except that # Tenant shall have no further right to renew this Lease, # Tenant shall take the Demised Premises in their then “as-is” state and condition, # the annual fixed rent payable by Tenant for the Demised Premises shall be equal to ninety-five percent (95%) of the then fair market rent for the Demised Premises based upon the terms of this Lease, as renewed, # the Operating Expense Base for the Demised Premises shall be the calendar year in which the renewal term commences, and # the Tax Base shall be the fiscal tax year in which the renewal term commences. Fair market rent shall include the periodic rental increases, if any, that would be included for space leased for the period the space will be covered by the Lease. For purposes of this Article 22, the term “fair market rent” shall mean the rental rate for comparable space under primary lease (and not sublease) to new tenants, taking into consideration the unique quality and prestige of the Building and such amenities as existing improvements, view, floor on which the Demised Premises are situated and the like, situated in first-class, reputable, established high-rise office buildings in comparable locations in Mid-town Manhattan, in comparable physical and