Operating Agreements. Each of the Company Operating Agreement, the EP Partners Operating Agreement and the FOF Operating Agreement shall have been duly executed and delivered by each party thereto (other than the Permal Contributor and any applicable Affiliates).

As used herein, the term “Operating Expenses” shall include:

Operating Account. From time to time, ​ may provide funds to ​ for deposit to an interest bearing account (the “Operating Account”) in accordance with this [Section 9]. The Operating Account shall be a subaccount of an interest-bearing savings account (the “Omnibus Account”) maintained by ​ as agent for the benefit of ​ and other sellers of mortgage related assets with a bank determined by ​ its sole discretion (the “Depository”). The ​ shall have non-exclusive withdrawal rights from the Operating Account. ​ acknowledges that ​ acts as ​’s agent for the limited purpose of placing funds with the Depository, and that funds held by ​ as ​’s agent are not a deposit account or other liability of ​. ​ shall maintain records of ​’s interest in the funds maintained in the Omnibus Account. Withdrawals may be paid by wire transfer or any other means chosen by ​ from time to time in its sole discretion.

Commencing on the Expansion Premises Commencement Date, the defined terms “Tenant’s Share of Operating Expenses of Building” and “Tenant’s Share of Operating Expenses of Project” on page 1 of the Lease is deleted in its entirety and replaced with the following:

Operating Expenses. During the Term of this Lease Agreement and any renewals or extensions thereof, ​ shall pay its pro rata share of the Operating Expenses incurred by ​ in the operation, maintenance and repair of the Building, the Parking Areas and other common areas of the Building, and the parcel(s) of land on which they are located. The term “Operating Expenses” herein shall include, but not be limited to, all payments by ​ for maintenance, operation, repair, replacement and care of all heating, lighting, fire protection and plumbing fixtures in or serving the Parking Areas and other common areas of the Building and of all equipment, systems, exterior glass, landscaped areas, signs, Building exteriors (non-structural) and parking lots (including seal coating); all payments by ​ for electricity, water, sewer and other utilities not separately metered or sub metered and specially billed to and payable by an individual ​, snow removal, refuse removal, insurance premiums and deductibles, commercially reasonable management fees, wages and fringe benefits or personnel employed for the aforesaid work and proportionate costs of equipment purchased and used for such purposes; and the amortization of capital expenditures or investments that are made to reduce operating costs, or that are necessary due to governmental requirements first enacted after the date of this Lease, all as determined on a commercially reasonable basis by ​. The term “Operating Expenses” shall not be deemed to include any of the following: # leasing costs and commissions, costs of ​ disputes, leasehold improvements and other costs of preparing space for tenants, other ​ incentives, and expenses incurred in negotiating or enforcing leases; # interest, principal or any other payments made to the mortgagee under any mortgage or rental or any other payments made to the ground lessor under any ground lease, # the cost of any items of a capital nature, except as expressly provided above, # charges charged to ​ under any

Operating Expenses. In addition to the Base Rent required to be paid hereunder, Tenant shall pay as Additional Rent, Tenant’s Proportionate Share of the Building and/or Project (as applicable), as defined in the Basic Lease Information, of Operating Expenses in the manner set forth below. Landlord and Tenant acknowledge that if the number of buildings which constitute the Project increases or decreases, or if physical changes are made to the Premises, Building and/or Project or the configuration of any thereof, Landlord may at its discretion adjust Tenant’s Proportionate Share of the Building and/or Project to reflect the change. Landlord’s determination of Tenant’s Proportionate Share of the Building and/or Project shall be conclusive absent manifest error. “Operating Expenses” shall mean all expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay, because of or in connection with the ownership, management, maintenance, repair, preservation, replacement and operation of the Building and/or Project and its supporting facilities and such additional facilities now and in subsequent years as may be determined by Landlord to be necessary or desirable to the Building and/or Project other than those expenses and costs which are specifically attributable to Tenant or which are expressly made the financial responsibility of Landlord pursuant to this Lease. Operating Expenses shall also include, but are not limited to, the following:

Earnings Before Income Taxes ("EBIT") which equals net income plus taxes.

Operating Accounts. Maintain all ​ accounts with the ​.

Operating Agreement. A copy of the Operating Agreement of such Credit Party certified by the sole or managing member of such Credit Party to be true and correct as of the Closing Date.

Agreements. Grants to Eligible Persons shall be evidenced by written Award Agreements in such form as the Committee shall from time to time determine (which Award Agreements need not be in the same form as any other Award Agreement evidencing Grants under the Plan and need not contain terms and conditions identical to those applicable to any other Grant under the Plan or to those applicable to any other Eligible Persons). Such Award Agreements shall comply with and be subject to the terms and conditions set forth below.