Common use of Operating and Maintenance Costs Clause in Contracts

Operating and Maintenance Costs. standard of a high quality commercial building so as to give it high character and distinction and the Tenant shall reimburse the Landlord for its proportionate share of all costs related to the aforementioned repairs and replacements and for all operating costs to maintain and operate the building and lands in such a manner which said proportionate share of the said operating costs are hereinafter called "Additional Rental for Operating Costs". The said operating costs shall, without limiting the generality of the foregoing, include the amounts paid whether by the Landlord or other on behalf of the Landlord for complete maintenance services for the building such as are in keeping with maintaining the standard of a high quality commercial building so as to give it high character and distinction, and shall include all repairs and replacements required for such maintenance, including but not limited to the following: garbage removal, all grass cutting and removal and other landscaping costs, parking lot maintenance and snow removal, maintenance of the exterior of the building including roof repairs and maintenance, the costs of providing water and electricity or any other utility not otherwise chargeable directly to tenants, and any costs related to consumption of utilities (including but not limited to electricity, gas, water, oil, cable, etc.) service contracts with independent contractors, all amounts paid for wages, benefits, and other payments to janitors, caretakers and any other staff involved in the maintenance and management of the building, managerial and administration expenses, supplies used in the maintenance of the building, the cost of heating ventilating and/or air-conditioning the building, including the common areas of the building and including repairs and replacements to all equipment used in the provision of plumbing, electricity, heating, ventilating, and air conditioning of the building including any meters and all other expenses paid or payable by the Landlord in connection with the operation of the building. Such operating costs shall not include interest on debt or capital retirement of debt, or any amount directly chargeable by the Landlord to any tenant or tenants as otherwise provided herein, or the proceeds realized by the Landlord from any insurance claims made by the Landlord in connection with repairs done by the Landlord, or income taxes, capital gain taxes, and other income taxes of a personal nature to the Landlord or any expense recovered under warranties or guarantees. The Tenant's proportionate share of such operating costs shall be in the same proportion that the square foot area contained within the outside surface of the exterior walls or the centre line of interior walls of the Leased Premises compares to the square foot area contained within the outside surface of the exterior walls of the building, and all such costs and charges may be recoverable by the Landlord from the Tenant in the same manner as rent under the terms hereof. Operating costs shall be determined in accordance with generally accepted accounting principles and without duplication. The management fee that forms part of the above costs shall not exceed five percent (5%) of gross rentals paid (i.e. including Minimum Rental and all Additional Rentals). DIRECT CHARGE FOR WATER & SEWERAGE RATE & HYDRO CHARGES - Deleted Intentionally. 7 -7- PAYMENT OF ADDITIONAL RENT

Operating and Maintenance Costs. 3(l) Unless caused by Tenant’s misuse or neglect and subject to Tenant’s obligation to maintain and effect repairs, at the Tenant’s cost, as outlined in paragraph 4(e) herein entitled Tenant Repairs and Alterations and elsewhere as called for in the Lease, the Landlord shall maintain and repair the Building, including the repair and replacement of any Building components such as the roof as well as the foundations, structural columns of the Building and mechanical, electrical and other basic systems of the Building as well as perimeter fences, if applicable, and the Landlord shall maintain, operate and manage to the standard of a high quality commercial building so as to give it high character building, all the lands comprising the said Building including the parking areas and distinction and the landscaped areas. The Tenant shall reimburse the Landlord its Proportionate Share for its proportionate share of all costs related to the aforementioned repairs and replacements and for all other operating costs to maintain maintain, operate and operate manage the building Building and lands in such a manner which said proportionate share of the said operating manner. Such Tenant’s reimbursement for such costs are shall hereinafter be called "“Additional Rental for Operating Costs"”. The Subject to the Tenant Repairs and Alterations clause herein, the said operating costs shallshall include all the aforenoted costs and shall also include, without limiting the generality of the foregoingbut not be limited to, include the amounts paid whether by the Landlord or other others on behalf of the Landlord for complete maintenance services for the building Building such as are in keeping with maintaining the standard of a high quality commercial building so as to give it high character and distinction, and shall include all repairs and replacements required for such maintenance, including but not limited to the following: garbage removal, all grass cutting and removal and other landscaping costscosts including litter removal, parking lot maintenance and snow removal, the costs of policing and providing security and fire safety, all costs for removal of any debris including Hazardous Substances as later defined herein, maintenance of the exterior of the building Building including roof repairs and maintenance, the costs of providing water and electricity or any other utility not otherwise chargeable directly to or payable by tenants, and any costs related to consumption of utilities (including but not limited to electricity, gas, water, oil, cable, etc.) or any costs incurred to investigate or to install any devices, systems or equipment designed to reduce the consumption of such utilities, service contracts with independent contractors, all amounts paid for wages, benefits, and other payments to janitors, caretakers and any other staff staff, to the extent they are directly involved in the maintenance and management of the buildingBuilding, managerial fees (not to exceed 5% of total Rent (ie including both Minimum Rent and administration expensesAdditional Rent), all costs related to building measurements as well as costs to investigate and/or contest changes in zoning, by-laws or other regulatory issues which may affect the use or occupancy of the Building, supplies used in the maintenance of the buildingBuilding, the cost of heating heating, ventilating and/or air-conditioning the buildingBuilding, including the common areas of the building Building not directly chargeable to the Tenant and including repairs and replacements to all equipment used in the provision of plumbing, electricity, heating, ventilating, and air conditioning of the building Building including any meters and all other expenses paid or payable by the Landlord in connection with the operation of the buildingBuilding. All such costs and charges may be recoverable by the Landlord from the Tenant in the same manner as rent under the terms hereof. Such operating costs shall not include interest on debt or capital retirement of debt, or any amount directly chargeable by the Landlord to and collected from any tenant or tenants as otherwise provided herein, or the proceeds realized by the Landlord from any insurance claims made by the Landlord in connection with repairs done by the Landlord, or sums payable by the Landlord as taxes on income taxes, capital gain taxes, of the Landlord and other income taxes of a which are clearly personal nature to the Landlord or any expense recovered under warranties or guarantees. The Tenant's proportionate share of such operating costs shall be in the same proportion that the square foot area contained within the outside surface of the exterior walls or the centre line of interior walls of the Leased Premises compares and are not directly related to the square foot area contained within Building, the outside surface costs of the exterior walls of the buildingenforcing other tenants’ obligations under leases, and all such costs and charges may be recoverable expenses of leasehold improvements relating to renewed tenancies, real estate commissions, tenant inducements or tenants’ work costs incurred by the Landlord in acquiring new tenants for the Building, charitable or political contributions; interest, penalties, or other costs arising out of the Landlord’s failure to make timely payment of its obligations under this Lease; costs of adding or deleting floors; any bad debt loss, rent loss, or reserves for bad debt or rent loss; overhead and profit increment paid to subsidiaries or affiliates of the Landlord for services on or to the Building, but only to the extent that the costs of such services exceed competitive costs for such services rendered by unaffiliated persons or entities with respect to comparable buildings in the immediate vicinity of the Building – however such restriction or limit on payments to affiliates shall exclude managerial fees which were determined to be 5% of gross rent as noted herein. Should the Landlord determine, in its sole discretion, that the amount of any expense should be amortized over more than 1 year, then such expense shall be amortized at a rate of interest equal to the greater of 47% per annum, compounded monthly, or that rate of interest equal to 12% per annum over the prime rate of interest in effect and charged from time to time by the Landlord’s bankers. Notwithstanding anything else contained herein, the amount payable by the Tenant for operating costs, excluding taxes, utilities and insurance, in any year of the Term, on a per-square foot basis shall be capped as follows 2016 $5.25psf 2019 $6.08psf 2017 $5.51psf 2020 $6.38psf 2018 $5.79psf 2021 $6.70psf For clarity, the Landlord and Tenant agree that the applicable sales taxes, realty taxes, utilities and insurance premiums are not included in the same capped amount and the Tenant shall pay such costs in the manner and at the time as rent under set out in the terms hereofLease without deduction or limitation. Operating costs shall be determined in accordance with generally accepted accounting principles and without duplication. The management fee that forms Should part of the above Building be vacant any time during the term of the lease, then, where appropriate, the Landlord may reasonably allocate expenses such that the Landlord shall benefit from any reduced costs that are reasonably attributable to the vacancy and such that the Tenant shall not exceed five percent (5%) of gross rentals paid (i.e. including Minimum Rental and all Additional Rentals). DIRECT CHARGE FOR WATER & SEWERAGE RATE & HYDRO CHARGES - Deleted Intentionally. 7 -7- PAYMENT OF ADDITIONAL RENTpay amounts which it otherwise would have had to pay if the Building were fully occupied.

Operating and Maintenance Costs. 3(l) Unless caused by Tenant misuse or neglect and subject to Tenant’s obligation to maintain and effect repairs, at the Tenant’s cost, as outlined in paragraph 4(e) herein entitled Tenant Repairs and Alterations and elsewhere as called for in the Lease, the Landlord shall maintain and repair the building, including the repair and replacement of any building components such as the roof as well as the foundations, structural columns of the building and mechanical, electrical and other basic systems of the building as well as perimeter fences, if applicable and the Landlord shall maintain, operate and manage (including the provisioning of cleaning and janitorial services and refuse collection) to the standard of a high quality commercial building, all the lands comprising the said building so as to give it high character including the parking areas and distinction landscaped areas and the Tenant shall reimburse the Landlord for its proportionate share of for all costs related to the aforementioned repairs and replacements and for all other operating costs to maintain maintain, operate and operate manage the building and lands in such a manner which said proportionate share of the said operating manner. Such Tenant’s reimbursement for such costs are shall hereinafter be called "“Additional Rental for Operating Costs"”. The Subject to the Tenant Repairs and Alterations clause herein, the said operating costs shallshall include all the aforenoted costs and shall also include, without limiting the generality of the foregoingduplication, include the amounts paid whether by the Landlord or other others on behalf of the Landlord for complete maintenance services for the building such as are in keeping with maintaining the standard of a high quality commercial building so as to give it high character and distinction, and shall include all repairs and replacements required for such maintenance, including but not limited to the following: garbage removal, all grass cutting and removal and other landscaping costscosts including litter removal, parking lot maintenance and snow removal, maintenance of the exterior of the building including roof repairs and maintenance, the costs of providing water and electricity or any other utility not otherwise chargeable directly to or payable by tenants, and any costs related to consumption of utilities (including but not limited to electricity, gas, water, oil, cable, etc.) or any costs incurred to investigate or to install any devices, systems or equipment designed to reduce the consumption of such utilities, service contracts with independent contractors, all amounts paid for wages, benefits, and other payments to janitors, caretakers and any other staff staff, to the extent they are directly involved in the maintenance and management of the building, managerial and administration expensesfees, supplies used in the maintenance of the building, the cost of heating heating, ventilating and/or air-conditioning the building, including the common areas of the building not directly chargeable to the Tenant and including repairs and replacements to all equipment used in the provision of plumbing, electricity, heating, ventilating, and air conditioning of the building including any meters and all other expenses paid or payable by the Landlord in connection with the operation of the building. Such operating costs shall not include interest on debt or capital retirement of debt, or any amount directly chargeable by the Landlord to any tenant or tenants as otherwise provided herein, or the proceeds realized by the Landlord from any insurance claims made by the Landlord in connection with repairs done by the Landlord, or sums payable by the Landlord as taxes on income taxes, capital gain taxes, of the Landlord and other income taxes of a which are clearly personal nature to the Landlord or any expense recovered under warranties or guarantees. The Tenant's proportionate share of such operating costs shall be in the same proportion that the square foot area contained within the outside surface of the exterior walls or the centre line of interior walls of the Leased Premises compares and are not directly related to the square foot area contained within Building, the outside surface costs of the exterior walls enforcing other tenants’ obligations under leases, costs and expenses of the buildingleasehold improvements relating to renewed tenancies, and all marketing costs, real estate commissions, tenant inducements or tenants’ work costs incurred by the Landlord in acquiring new tenants for the Building. All such costs and charges charges, except as noted above, may be recoverable by the Landlord from the Tenant in the same manner as rent under the terms hereof. Operating costs shall be determined in accordance with generally accepted accounting principles and without duplication. The management fee that forms part of the above costs shall not exceed five percent (5%) of gross rentals paid (i.e. including Minimum Rental and all Additional RentalsRental), excluding such management fee. In respect of the replacement of major structural items, including by way of illustration and not limitation, the roof, foundations, structural columns of the building, the amount which the Landlord can expense in any one year (and, commensurately, the Tenant’s proportionate amount of which is permitted to be included in “Additional Rental for Operating Costs”) shall not exceed the greater of the cost of such replacement divided by the item’s life expectancy in years or that amount which would be permitted to be expensed in any one year and still comply with generally accepted accounting principles and that are applied in a fashion consistent with the Landlord’s past practice. Such expense shall be permitted on an annual basis until the cost of such replaced item has been fully amortized or the Term has expired. Should part of the Building be vacant any time during the term of the lease, then, where appropriate, the Landlord may reasonably allocate expenses such that the Landlord shall benefit from any reduced costs that are reasonably attributable to the vacancy and such that the Tenant shall pay amounts which it otherwise would have had to pay if the building were fully occupied. The expenses to be allocated pursuant to this clause must be real, out of pocket expenses of the Landlord which are more fairly attributed to occupied space than to vacant space. Except for costs which are in any way related to the Tenant’s occupancy which shall be the Tenant’s responsibility as called for in paragraph 37 herein, the Tenant shall not be responsible to contribute to costs of clean up or remediation in connection with any condition of environmental concern in respect of the Building other than the costs incurred by the Landlord related to any insurance premiums paid to obtain coverage for such clean up or remediation or to cost of the deductible paid by the Landlord in the event of a claim related to such coverage (unless the Landlord has recovered all or a portion of the deductible, in which case the Tenant shall not be responsible for the cost of the deductible so recovered). Without effecting or delaying the Tenant’s obligation to contribute, the Landlord will use reasonable efforts to recover from third parties any monies payable by them to which the Tenant would otherwise contribute under this section. DIRECT CHARGE FOR WATER & SEWERAGE RATE RATES & HYDRO CHARGES - 3(m) Deleted Intentionally. 7 -7- Intentionally PAYMENT OF ADDITIONAL RENT

Operating and Maintenance Costs. standard of a high quality commercial building so as to give it high character If the Operating and distinction ------------------------------- Maintenance costs incurred for the Building in which Premises are located (including landscaped areas, parking and access areas) for any calendar year, or proportionate part thereof, during the Lease term shall be greater than the Base Year operating and maintenance costs, then Tenant shall reimburse the Landlord for pay to Landlord, as Additional Rent, its proportionate share of all such excess operating and maintenance costs. Operating and Maintenance costs related shall be defined as (i) all those costs and expenses of every kind and character incurred during each calendar year in respect to the aforementioned repairs operation, management and replacements and for all operating costs to maintain and operate the building and lands in such a manner which said proportionate share of the said operating costs are hereinafter called "Additional Rental for Operating Costs". The said operating costs shall, without limiting the generality of the foregoing, include the amounts paid whether by the Landlord or other on behalf of the Landlord for complete maintenance services for the building such as are in keeping with maintaining the standard of a high quality commercial building so as to give it high character and distinction, and shall include all repairs and replacements required for such maintenance, including but not limited to the following: garbage removal, all grass cutting and removal and other landscaping costs, parking lot maintenance and snow removal, maintenance of the exterior Building in accordance with accepted principals of sound management and accounting practices as applied to the building including roof repairs operation, management and maintenance, the costs of providing water and electricity or any other utility not otherwise chargeable directly to tenants, and any costs related to consumption of utilities (including but not limited to electricity, gas, water, oil, cable, etc.) service contracts with independent contractors, all amounts paid for wages, benefits, and other payments to janitors, caretakers and any other staff involved in the maintenance and management of the building, managerial and administration expenses, supplies used in the maintenance of the building, the cost of heating ventilating and/or air-conditioning the buildingfirst class office buildings, including without limitation, (i) premiums for all property, business income and liability insurance carried by Landlord plus (ii) those additional expenses which Landlord reasonably determines it would have so incurred during each year had the common areas of the building and including repairs and replacements to all equipment used in the provision of plumbing, electricity, heating, ventilating, and air conditioning of the building including any meters and all other expenses paid or payable by the Landlord in connection with the operation of the buildingBuilding been one hundred percent (100%) occupied. Such operating Operating and Maintenance costs shall not include interest on debt (i) expenses for any capital improvements made to Land or Building (except that capital retirement expenses for improvements which result in savings of debt, labor or any amount directly chargeable by the Landlord to any tenant or tenants as otherwise provided herein, or the proceeds realized by the Landlord from any insurance claims made by the Landlord in connection with repairs done by the Landlord, or income taxes, capital gain taxes, and other income taxes of a personal nature to the Landlord or any expense recovered under warranties or guarantees. The Tenant's proportionate share of such operating costs shall be included at the cost of such improvements amortized over the useful life of the improvement); (ii) expenses for repairs or other work occasioned by fire, windstorm or other insured casualty; (iii) expenses incurred in leasing or procuring new tenants (i.e., lease commissions, advertising expenses of renovating space for new tenants); (iv) legal expenses in enforcing the same proportion that terms of any lease; and (v) interest or amortization payments on any mortgage or mortgages. Landlord shall determine and provide Tenant a written statement, within a reasonable amount of time after the square foot area contained end of the calendar year identified herein as the Base Year, of the actual operating expenses incurred for the Building for the Base Year. Each calendar year thereafter, Landlord will again provide Tenant a written statement of the actual operating expenses incurred during the preceding calendar year and a reconciliation of those expenses versus the Base Year expenses. This statement will indicate the total amount of (a) Additional Rent due and payable by Tenant for the excess operating expenses incurred for the Building for the preceding calendar year, if any, and (b) the projected increase in operating expenses for the ten current calendar year. Tenant shall thereafter pay to Landlord, on the first day of each succeeding month on the then current calendar year, one-twelfth (1/12) of said projected increase in operating expenses as Additional Rent. In each of the following calendar years, upon notification by Landlord to Tenant of the projected Additional Rent to be payable by Tenant for the then current calendar year, such Additional Rent shall be payable in like manner. All amounts due by Tenant for the preceding calendar year are payable within thirty (30) days from the date of the sending such statement by Landlord to Tenant. If the last year of the Term of this Lease shall not be a full calendar year, then Tenant's obligation for Operating Expenses attributable to such year shall be prorated on the basis of the ratio between the number of days of such calendar year falling within the outside surface of the exterior walls or the centre line of interior walls of the Leased Premises compares to the square foot area contained within the outside surface of the exterior walls of the building, Lease Term and all such costs and charges may be recoverable by the Landlord from the Tenant in the same manner as rent under the terms hereof. Operating costs shall be determined in accordance with generally accepted accounting principles and without duplication. The management fee that forms part of the above costs shall not exceed five percent (5%) of gross rentals paid (i.e. including Minimum Rental and all Additional Rentals). DIRECT CHARGE FOR WATER & SEWERAGE RATE & HYDRO CHARGES - Deleted Intentionally. 7 -7- PAYMENT OF ADDITIONAL RENT365.