Operating Expenses. In consideration of payment received hereunder, [[Cargill:Organization]] will be responsible for all fixed and variable operating expenses with regard to the Facilities (including labor), including, without limitation, depreciation, taxes, insurance, repairs and utilities.

Operating Expenses (as hereinafter defined) for the Properties shall be prorated as of 12:01 AM on the Closing Date. Seller shall pay all utility charges and other operating expenses attributable to the Properties, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by tenants for such tenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to the Properties on and after the Closing Date. All Operating Expenses paid or payable by tenants in accordance with the Leases shall be allocated between Seller and Buyer, with Seller responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between Seller and Buyer in accordance with this Section 5.2. Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Properties to be read on the day of giving possession to Buyer, or as soon as reasonably practical following the Closing Date. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Seller shall not assign to Buyer any deposits which Seller has with any of the utility services or companies servicing the Properties. Within ninety (90) days following the Closing Date, Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for the Properties for the portion of the calendar year in which the Closing occurs that the Properties were owned by Seller. Seller’s reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following Seller’s delivery of such reconciliation statement for Operating Expenses, Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement; provided that if Buyer does not respond to the Seller’s delivery of the reconciliation statement within the thirty (30) day period, Buyer shall be deemed to have approved the Seller’s reconciliation statement. Upon approval of the Operating Expense reconciliation statement, Seller shall remit any amounts due to Buyer within thirty (30) days and Buyer shall remit any amounts due to Seller within thirty (30) days. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Buyer shall include in any Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Seller for operating expenses incurred by Seller during the period of Seller’s ownership of the Membership Interests.

. The term “Property Operating Expenses” shall mean and include all Real Property Taxes, plus all Landlord’s Insurance Costs, plus all Property Maintenance Costs.

Property Operating Expenses. Operating Expenses for the Property shall be prorated as of 12:01 AM on the Closing Date. Seller shall pay all utility charges and other operating expenses attributable to the Property, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by tenants for such tenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to the Property on and after the Closing Date. All Operating Expenses paid or payable by tenants in accordance with the Leases shall be allocated between Seller and Buyer, with Seller responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between Seller and Buyer in accordance with this Section 5.2. Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property to be read on the day of giving possession to Buyer, or as soon as reasonably practical following the Closing Date. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Seller shall not assign to Buyer any deposits which Seller has with any of the utility services or companies servicing the Property. Within ninety (90) days following the Closing Date, Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for the Property for the portion of the calendar year in which the Closing occurs that the Property was owned by Seller. Seller’s reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following Seller’s delivery of such reconciliation statement for Operating Expenses, Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement. Upon approval of the Operating Expense reconciliation statement, Seller shall remit any amounts due to Buyer within thirty (30) days and Buyer shall remit any amounts due to Seller within thirty (30) days. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Buyer shall include in any Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Seller for operating expenses incurred by Seller during the period of Seller’s ownership of the Property. This Section 5.2 shall survive the Closing and not be merged therein.

Operating Expenses. Tenant shall pay Tenant's Proportionate Share of the total amount of

“Operating Expenses” means the total costs and expenses incurred, or sums paid, by Landlord in the ownership, operation, Maintenance and management of the Building, the Property and/or the Project, including, but not limited to: # the costs of any utilities provided by Landlord pursuant to Section 6 of this Lease; # Landlord’s cost to Maintain the Property and/or the Project as set forth in Sections 1.12 and 12.2; # the costs relating to the insurance maintained by Landlord as described in Section 11.1 below, including, without limitation, Landlord’s cost of any deductible or self-insurance retention; # the annual amortization (over their estimated economic useful life) of the costs of improvements or replacements that would be classified as a capital expenditure under generally accepted accounting principles consistently applied and are # required by any Applicable Laws enacted or first effective after the Commencement Date, or # made for the purpose of reducing Operating Expenses but not in excess of the actual savings of Operating Expenses resulting therefrom (and such reduction shall not benefit any particular tenant more than Tenant), provided that Tenant’s obligation to pay for such capital improvement or replacement shall be calculated based on the portion of such amortized costs that is applicable to the remaining Term or any extended Term of this Lease (collectively, “Permitted Capital Items”); # assessments, association fees and all other costs assessed or charged under the CC&Rs, if any, that are attributable to the Land, the Building and/or the Project in connection with any property owners or maintenance association or operator; # the costs of maintaining and/or improving the energy efficiency or sustainability of the Building; # a management fee, which is equal to 5% of gross receipts from leases at the Building and/or the Project, for the management of this Lease, the Premises, the Building, the Land and/or the Project including the cost of those services which are customarily performed by a property management services company, whether performed by Landlord or by an affiliate of Landlord or through an outside management company or any combination of the foregoing (the “Permitted Management Fee”); and # a property service fee, which covers employees of and vehicles utilized by Landlord providing repair, maintenance and related services to the Building, the Property or the Project, and equipment, tools and materials used in connection with and other costs related to such services. Operating Expenses shall not include the costs and items described on Exhibit O attached hereto If the Project is less than fully occupied during any calendar year, then the components of Operating Expenses that vary based upon occupancy as reasonably determined by Landlord shall be calculated as if the Project had been fully occupied for the full calendar year. Landlord’s books and records relating to Operating Expenses shall be kept in accordance with generally accepted accounting principles (US GAAP) consistently applied on a calendar year basis.

Operating Expenses. Notwithstanding any contrary provision in the Lease, Landlord hereby agrees that Tenant shall not be obligated to pay Landlord for Tenant’s Share of Operating Expense excess accruing during the 12 month period commencing October 1, 2021.

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each respective Property shall be prorated as of 12:01 AM on the Closing Date. Each respective Seller shall pay all utility charges and other operating expenses attributable to the Property owned by such Seller, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by Tenants for such Tenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to the Properties on and after the Closing Date. All Operating Expenses paid or payable by Tenants in accordance with the Leases shall be allocated between each respective Seller and Buyer, with each Seller responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between each Seller and Buyer in accordance with this Section 5.2. Each respective Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property owned by such Seller to be read on the day of giving possession to Buyer, or as soon as reasonably practical following the Closing Date. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers shall not assign to Buyer any deposits which any Seller has with any of the utility services or companies servicing the Property. Within ninety (90) days following the Closing Date, each respective Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for the Property owned by such Seller for the portion of the calendar year in which the Closing occurs that the Property was owned by such Seller. Each Seller’s post-Closing reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following any Seller’s delivery of such post-Closing reconciliation statement for Operating Expenses, such Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement; provided that if Buyer does not respond to the Seller’s delivery of the reconciliation statement within the thirty (30) day period, Buyer shall be deemed to have approved the Seller’s reconciliation statement. Upon approval of the Operating Expense reconciliation statement, each respective Seller shall remit any amounts of collected Operating Expenses over-credited at Closing to such Seller and due to Buyer within thirty (30) days and Buyer shall remit any amounts of collected Operating Expenses over-credited at Closing to Buyer and due to each respective Seller within thirty (30) days. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with Tenants with respect to the entire calendar year in which the Closing occurs. Buyer shall include in any Operating Expense reconciliations with the Tenants copies of any applicable billing statements and invoice back-up provided by each respective Seller for operating expenses incurred by such Seller during the period of such Seller’s ownership of the Property.

Operating Expenses. In consideration of payment received hereunder, [[CHS:Organization]] will be responsible for all fixed and variable operating expenses with regard to the Facility (including labor), including, without limitation, depreciation, taxes, insurance, repairs and utilities.

Property Operating Expenses. The term “Property Operating Expenses” shall mean and include all Real Property Taxes, plus all Landlord’s Insurance Costs, plus all Property Maintenance Costs. Notwithstanding the provisions of Paragraph 13.12(c), the following are specifically excluded from the definition of Property Operating Expenses and Tenant shall have no obligation to pay directly or reimburse Landlord for all or any portion of the following except to the extent any of the following are caused by the actions or inactions of Tenant, or result from the failure of Tenant to comply with the terms of this Lease: