Operating Expense Payments. Landlord shall deliver to Tenant a written estimate of Operating Expenses for each calendar year during the Term (the “Annual Estimate”), which may be revised by Landlord from time to time during such calendar year. Commencing on the Commencement Date and continuing on the first day of each month during the Term, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated.

Computation of Operating Expense Adjustment. “Operating Expense Adjustment” shall mean the difference between Estimated Operating Expenses and actual Operating Expenses for any fiscal year determined as hereinafter provided. Within one hundred twenty (120) days after the end of each fiscal year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of actual Operating Expenses for the fiscal year just ended, accompanied by a computation of Operating Expense Adjustment (the “Annual Statement”). Upon written request of Tenant, Landlord shall supply sufficient backup data, as may be reasonably requested by Tenant, to reasonably demonstrate to Tenant the accuracy of such Annual Statement in accordance with the provisions of this Lease. If such Annual Statement shows that Tenant’s payment based upon Estimated Operating Expenses is less than Tenant’s Proportionate Share of Operating Expenses, then Tenant shall pay to Landlord the difference within twenty (20) days after receipt of such statement, such payment to constitute Additional Rent for all purposes hereunder. If such Annual Statement shows that Tenant’s payments of Estimated Operating Expenses exceed Tenant’s Proportionate Share of Operating Expenses, then (provided that Tenant is not in default under this Lease) Landlord shall pay to Tenant the difference within twenty (20) days after delivery of such statement to Tenant. If this Lease has been terminated or the Term hereof has expired prior to the date of such statement, then the Operating Expense Adjustment shall be paid by the appropriate party within twenty (20) days after the date of delivery of the statement. Should this Lease commence or terminate at any time other than the first day of the fiscal year, Tenant’s Proportionate Share of the Operating Expense Adjustment shall be prorated based on a month of 30 days and the number of calendar months during such fiscal year that this Lease is in effect. Landlord’s failure to provide any notices or statements within the time periods specified in Paragraphs 7.3 or 7.4 shall in no way excuse Tenant from its obligation to pay Tenant’s Proportionate Share of Operating Expenses. Tenant shall have ninety (90) days after receipt of an Annual Statement to notify Landlord in writing that Tenant disputes the correctness of the Annual Statement (“Expense Claim”). If Tenant does not object in writing to an Annual Statement within said ninety (90) day period, such Annual Statement shall be final and binding upon Tenant. If Tenant delivers an Expense Claim to Landlord within said ninety (90) day period, the parties shall promptly meet and attempt in good faith to resolve the matters set forth in the Expense Claim. If the parties are unable to resolve the matters set forth in the Expense Claim within thirty (30) days after Landlord’s receipt of the Expense Claim (“Expense Resolution Period”), then Tenant shall have the right to examine Landlord’s Records, subject to the terms and conditions set forth in Paragraph 7.7 below. This Paragraph 7.5 shall survive the expiration or earlier termination of this Lease.

Amendment to Operating Expense Limit. Effective as of the Effective Date, [Section 1(b)] of the Agreement is hereby deleted in its entirety and replaced with the following:

Expense. All expenses and costs in connection with the administration of the Plan shall be borne by the Corporation.

“Operating Lease Expense” shall mean the sum of all payments and expenses incurred by a Person, under any operating leases during the period of determination, as determined in accordance with GAAP.

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.

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. Commencing on the Term Commencement Date, Tenant shall pay, as Additional Rent, Tenant’s Proportionate Share of Operating Expenses (defined below) in the manner set forth below. Tenant’s Proportionate Share of Operating Expenses is in addition to the Base Rent required to be paid hereunder. Landlord and Tenant acknowledge that if physical changes are made to the Premises or Building or the configuration of either, Landlord may at its discretion reasonably adjust Tenant’s Proportionate Share to reflect the change. Landlord’s determination of Tenant’s Proportionate Share shall be conclusive so long as it is reasonably and consistently applied. “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 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 Project (as determined in a reasonable manner) other than those expenses and costs which are specifically attributable to Tenant or which are expressly made the financial responsibility of Landlord or specific tenants of the Building or Project pursuant to this Lease. Operating Expenses shall include, but are not limited to, the following:

The term “Tenant’s Proportionate Share” (as defined in [Section 4.05(e)] of the Original Lease) for purposes of determining of the Operating Expense Payments shall mean “11.602%’’.

Operating Expense Limit. The maximum operating expense limit (“Operating Expense Limit”) in any year shall be 95 basis points of the average daily net assets of the Funds.