Common use of Operating Cost Escalation Clause in Contracts

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant shall pay to Landlord, as additional rent, Operating Cost Escalation (as defined below), if any, on or before the thirtieth day following receipt by Tenant of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, consistently applied, certified by Landlord, and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Lease; compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the costs thereof as reasonably amortized by Landlord over the useful life in years of the capital item so installed in accordance with generally accepted accounting principles ("GAAP"), consistently

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year (as such term shall refer to the successive twelve (12) month periods commencing on January 1st and ending on December 31st included within the Term) or fraction thereafter during the Termthereafter, Tenant shall pay to Landlord, as additional rent, Operating Cost Escalation (as defined below), if any, on or before the thirtieth (30th) day following receipt by Tenant of Landlord's Statement (as defined below). ) As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, consistently applied, usual accounting. practices certified by Landlord, Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's Operating Costs,", and specifying Tenant's "Pro Rata Share" (which such term shall refer to the fraction, the numerator of which is the Rentable Floor Area of Tenant's Space, and the denominator of which is the Total Rentable Floor Area of the Building) for such Fiscal Year, EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, depreciation of buildings and other improvements, improvements, repairs or alterations to spaces leased to other tenants, costs of any items to the extent Landlord receives reimbursement from insurance proceeds or from a third party, and expenses for capital items other than those permitted for purposes of reducing Landlord's Operating Costs pursuant to the following paragraph, BUT INCLUDING, without limitation: limitation real estate taxes on the BuildingBuilding and Lot, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; , expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; , provided, however, that any tax refunds shall be applied to reduce Landlord's Operating Costs, premiums for insurance required to be maintained by Landlord pursuant to this Lease; insurance, compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; , steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit "D; ", costs of building and cleaning supplies and equipment (including rental); , cost of maintenance, cleaning and repairs; , cost of snow plowing or removal, or both, and care of landscaping; , payments to independent contractors under service contracts for cleaning, operating, managingmanaging (not to exceed five percent (5%) of collected gross rents of the Building), maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third partiesthe type of occupancy and the services rendered); the Building's pro rata share (as hereinafter defined) of , the cost of operatingproviding amenities to the Building, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the annual costs thereof as reasonably amortized by Landlord over the useful life in years of the capital item so installed in accordance with generally accepted accounting principles principles, with legal interests on the unamortized amount, shall be included in Landlord's Operating Costs. In case of services which are not rendered to all areas on a comparable basis or in case service consumption vanes among tenants in the Building, the proportion allocable to the Premises shall be the same proportion which the Rentable Floor Area of Tenant's Space bears to the total rentable floor area to which such service is so rendered, or to which such disproportionate service or use is rendered ("GAAP"such latter area to be determined in the same manner as the Total Rentable Floor Area of the Building). Notwithstanding anything contained herein to the contrary, consistentlyTenant is not obligated to pay its Pro Rata Share of Landlord's Operating Costs which is included in Fixed Rent at such amount equal to the actual Landlord's Operating Costs for CY 2003 (approximately $7.25 per RSF, but shall only be obligated to pay the increase above such amount (i.e Operating Cost Escalation) as herein provided.

Operating Cost Escalation. With respect If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex and Parcel, for any Lease Year or proportionate part thereof if the Lease Term expires prior to the First Fiscal expiration of a Lease Year for Tenant's Paying (herein the “Comparison Period”) shall be greater than the Base Operating Cost EscalationCosts (adjusted proportionately if the Comparison Period is less than a Lease Year), or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant then Lessee shall pay to LandlordLessor, as additional rentAdditional Rent, Lessee’s Percentage of all such excess Operating Cost Escalation (as defined below)Costs. Operating Costs shall include, if anyby way of illustration and not of limitation: personal property taxes; management fees; labor, on or before the thirtieth day following receipt by Tenant of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term including all wages and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, consistently applied, certified by Landlordsalaries; social security taxes, and showing for other taxes which may be levied against Lessor upon such wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection with the preceding Fiscal Year operation of the Complex or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING the interest Parcel; supplies; repairs and amortization on mortgages for the Building maintenance; maintenance and Lot or leasehold interests therein and service contracts; the cost of special services rendered to tenants security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance are not required to be maintained by Landlord pursuant to this Leasecapitalized for Federal income tax purposes); compensation fire and other insurance; the cost of any loss which is the responsibility of Lessor because of the existence of commercially reasonable deductibles; trash removal; lawn care; snow removal and all fringe benefits, workmen's compensation, insurance premiums other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the “Operating Costs”). Lessor shall be entitled to amortize and payroll taxes paid by Landlord to, for or with respect to all persons engaged include in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) Operating Costs an allocable portion of the cost of operatingcapital improvement items limited to those items, maintaining and repairing the Common Areas of the Park (such asincluding life safety systems, but which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of applicable to the Building and Lot, or either, and properly chargeable against income, Complex or Parcel at the time it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the was constructed. All such costs thereof as reasonably shall be amortized by Landlord over the useful reasonable life of such improvements with interest at two (2%) percent over the prime lending rate announced as such by Chase Manhattan Bank to its most creditworthy borrowers on the unamortized amount in years of the capital item so installed accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles ("GAAP"principles. As used in this Subsection 25(A), consistentlythe Base Period Costs for Operating Costs shall be as defined on the Reference Page.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Termthereafter, Tenant shall pay to Landlord, as additional rent, Operating Cost Escalation (as defined below), if any, on or before the thirtieth day following receipt by Tenant of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, and in either case, no later than 180 days thereafter, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted usual accounting principles, consistently applied, practices certified by Landlord, Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING . Upon request, Landlord will provide access to Tenant, at reasonable times, to Landlord's books and records relating to the preparation of Landlord's statement, and Tenant may inspect and copy such records as are necessary to verify the accuracy of the Landlord's annual statement. In the event of a dispute, Tenant shall have the right to conduct or have conducted an audit according to generally accepted accounting principles consistently applied, with which Landlord shall cooperate in good faith. In the event of an error of five percent or more, Landlord shall bear all costs of such inspection and audit. For the purpose of this Paragraph 4.2, Landlord's Operating Costs shall exclude the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost For this purpose of special services rendered to tenants (including Tenant) for which a special charge is madethis Paragraph 4.2, BUT INCLUDINGLandlord's Operating Costs shall include, without limitation: real estate taxes on the Building, the Lot Building and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park)Lot; installments and interest on assessments for public betterments or public improvementsimprovements (other than those if any, relating to a traffic signal and related accessory improvements and turnaround on Route 9 adjacent to the Lot); expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction If the management fee is reduced by reason of a Fiscal Year; premiums for insurance required to be maintained tenant's default in the payment of fixed or additional rent, Landlord shall reduce the Annual Estimated Operating Costs by Landlord pursuant to this Lease; compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect the amount of such reduction in the management fee. In case of services which are not rendered to all persons engaged in areas on a comparable basis, the operating, maintaining, or cleaning proportion allocable to the Premises shall be the same proportion which the Rentable Floor Area of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space bears to the total rentable floor area to which such service is so rendered (other than Building heating, ventilating and air conditioning equipment) as set forth such latter area to be determined in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); manner as the Total Rentable Floor Area of the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the costs thereof as reasonably amortized by Landlord over the useful life in years of the capital item so installed in accordance with generally accepted accounting principles ("GAAP"), consistently.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant shall pay to Landlord, as additional rent, Operating Cost Escalation (as defined below), if any, on or before the thirtieth day following receipt by Tenant of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, principles consistently applied, applied certified by Landlord, Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Lease; compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management security and sewer treatment plant maintenancemanagement); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed . Landlord agrees that if Landlord installs a new or replacement capital item for the purpose all of reducing such services to be included in Landlord's Operating Costs shall be obtained by Landlord at commercially reasonable, competitive market rates consistent with the operation and management of comparable office buildings in the suburban Boston area. Notwithstanding anything to the contrary contained herein, in no event shall Landlord's Operating Costs include (nor shall Tenant have any obligation to pay any Operating Costs Escalation on account of) the following: a. Costs, expenses and fees relating to solicitation of, advertising for and entering into leases and other occupancy arrangements for space in the Park, including but not limited to legal fees, space planners' fees, real estate brokers' leasing commissions and advertising expenses. b. Costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs thereof of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Park (or any part thereof), costs of any disputes between Landlord and its employees, disputes of Landlord with building management, or outside fees paid in connection with disputes with other tenants or adjacent property owners. c. Costs of correcting defects in the Building or the Building equipment or replacing defective equipment to the extent such costs may relate to items covered by warranties of manufacturers, suppliers or contractors or are otherwise borne by parties other than Landlord and for which Landlord receives reimbursement. d. Costs of installations paid by or constructed for specific tenants or other occupants. e. Costs, including, without limitation, permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Building or the Park or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant rentable space for tenants or other occupants of the Building or the Park. f. Interest, points, other finance charges and principal payments on mortgages, and other costs of indebtedness, if any. g. All amounts which are specifically charged to or otherwise paid by any other tenant or other occupant of the Building or the Park, or for items or services which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement. h. Any bad debt loss, rent loss or reserves for bad debts or rent loss. i. Costs, expenses or judgments occasioned by casualty, injury or damage, to the extent that such costs, expenses or judgments are or are required to be covered by insurance to be maintained by Landlord under this Lease, provided that all such costs, expenses or judgments not covered under such insurance as a result of any deductible amount shall be included in Landlord's Operating Costs and costs for which Landlord is reimbursed by any tenant's (including, without limitation, Tenant's) insurance carrier. j. The salary and indirect compensation (including, without limitation, all fringe benefits, workmen's compensation, insurance premiums and payroll taxes) of any employee above the trade of building manager, and the wages and indirect compensation of any employee to the extent such employee devotes his or her time to property other than the Building. k. Amounts, if any, paid as ground rental by Landlord. l. Expenses related to third-party landlord-tenant disputes. m. Imputed cost equal to the loss of rent by Landlord for making available to the managing agent space for a Building office on the ground floor or above (which such management agent space shall not exceed three hundred (300) square feet). n. Costs of a capital nature, as reasonably amortized by Landlord over the useful life in years of the capital item so installed in accordance with generally accepted accounting principles principles, consistently applied, with legal interest on the unamortized amounts, exceeding twenty thousand dollars ("GAAP"$20,000.00) per item (expressly excluding costs resulting from Tenant's excessive use, misuse or negligence and all routine maintenance and repair costs, which costs shall be included in Landlord's Operating Costs and shall be chargeable to Tenant in accordance with and subject to the provisions of this Section 4.2); provided, however, that the amortization of such costs incurred after the first three (3) calendar years of the Term, shall be included in Landlord's Operating Costs, subject to the provisions of this Section 4.2, and not excluded therefrom if such costs are incurred as a result of (i) the replacement of any major system or component of the Building reasonably made by Landlord in lieu of the repair thereof, (ii) any improvement reasonably made by Landlord for the purpose of reducing Landlord's Operating Costs and (iii) any improvement that Landlord is required to make to comply with any law or regulation applicable to the Premises first enacted after the date of this Lease. Notwithstanding any language to the contrary contained herein, Landlord's Operating Costs shall be reduced by reimbursements, credits, discounts, reductions or other allowances received or receivable by Landlord for items of cost included in Landlord's Operating Costs (except for reimbursements to Landlord by tenants under the additional rent provisions of their respective leases), consistentlyincluding any tax refunds realized as a result of any abatement proceeding or otherwise. In case of services which are not rendered to all areas of the Building on a comparable basis, the proportion allocable to the Premises shall be the same proportion which the Rentable Floor Area of Tenant's Space bears to the total rentable floor area to which such service is so rendered (such latter to be determined in the same manner as the Total Rentable Floor Area of the Building), or shall be re-allocated by Landlord on a reasonable basis taking into consideration such factors as usage of a particular tenant in the Park and/or such other pertinent factors as reasonably determined by Landlord. Tenant shall be responsible to pay its share of Landlord's Operating Costs for the Building based upon the proportion that the Rentable Floor Area of Tenant's Space bears to the Total Rentable Floor Area of the Building as the same may be expanded pursuant to the terms of Exhibit R hereto. Tenant shall also be responsible to pay its pro rata share of Park-related costs, which shall be allocated by Landlord in a commercially reasonable manner based upon the following: (i) during phase I of the Park, as shown on the interim site plan attached hereto as Exhibit A, Tenant shall be responsible for one hundred percent (100%) of the Landlord's Operating Costs relating to or associated with the Lot, or the Building and such other improvements located thereon, including without limitation the Building Parking Area, and none of such costs relating to or associated with the balance of the Park; provided, however, that if the Building is expanded pursuant to Exhibit R and Tenant is not the sole tenant of the entire Building after such expansion, then Tenant shall pay its pro rata share of such costs relating to the Lot, or the Building and such other improvements located thereon, including without limitation the Building Parking Area; and (ii) during future phases of the Park, in the event of an all office use Park, upon the ratio of the square footage of the Premises to the aggregate square footage of all completed buildings in the Park, as such buildings are completed from time to time, and in the event of a mixed use, office and retail, Park, upon the number of parking spaces allocated to Tenant to the aggregate number of developed parking spaces in the Park.. Landlord and Tenant hereby agree that prior to the completion of such buildings, Park-related costs shall be allocated by Landlord in a commercially reasonable manner. Tenant's share of Landlord's Operating Costs shall also include (i) real estate taxes attributable to the Lot and the Building and such other improvements located thereon, and, during future phases of the Park, (ii) Tenant's pro rata share (as hereinabove determined) of real estate taxes attributable to the Common Areas of the Park.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Termthereafter, Tenant shall pay to Landlord, as additional rent, Operating Cost Escalation (as defined below), if any, on or before the thirtieth (30th) day following receipt by Tenant of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render ▇▇▇▇▇ a statement ("Landlord's Statement") in reasonable detail and according to generally accepted usual accounting principles, consistently applied, practices certified by Landlord, Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's Operating Costs," , EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot Building and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park)Lot; installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Leaseinsurance; compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third partiesthe type of occupancy and the services rendered); imputed cost equal to the loss of rent by Landlord for making available to the managing agent space for a Building office on the ground floor or above (limited to 200 square feet); if the building is located in an office park, the Building's pro rata share (as hereinafter definedreasonably determined by landlord) of the cost of operating, maintaining and repairing the Common Areas of the Park common areas and facilities within such park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management security and sewer treatment plant maintenancemanagement); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the costs thereof as reasonably amortized by Landlord over Landlord, with legal interests on the useful life unamortized amount, shall be included in years Landlord's Operating Costs. If the Building is not fully occupied, Landlord's Statement shall also show the average number of square feet of the capital item Building which were occupied for the preceding Fiscal Year or fraction thereof. If the management fee is reduced by reason of a tenant's default in the payment of fixed or additional rent, Landlord shall reduce the Annual Estimated Operating Costs by the amount of such reduction in the management fee. In case of services which are not rendered to all areas on a comparable basis, the proportion allocable to the Premises shall be the same proportion which the Rentable Floor Area of Tenant's Space bears to the total rentable floor area to which such service is so installed rendered (such latter area to be determined in accordance with generally accepted accounting principles ("GAAP"the same manner as the Total Rentable Floor Area of the Building), consistently.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's ’s Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Termthereafter, Tenant shall pay to Landlord, as additional rent, Tenant’s share of the Operating Cost Escalation (as defined below), if any, on or before before, the thirtieth (30th) day following receipt by Tenant of Landlord's ’s Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("“Landlord's ’s Statement"”) in reasonable detail and according to generally accepted usual accounting principles, consistently applied, practices certified by Landlord, Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's ’s Operating Costs," , EXCLUDING the principal, interest and amortization on mortgages for the Building Building, and Lot or leasehold interests therein therein, depreciation, improvements made to the Building, the Lot or the Park that do not lower operating costs, and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot Building and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park)Lot; installments and reasonable interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; reasonable premiums for insurance required to be maintained by Landlord pursuant to this Leaseinsurance; reasonable compensation and all fringe benefitsbenefits for fully time employees at the Building, workmen's ’s compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephonetelephone and the electricity to operate the base building heating, ventilating, air conditioning systems, elevators and parking lot lighting, and other utility charges not billed directly to tenants by Landlord or the utility, but not including utility companies (the cost to Landlord of for the electricity furnished consumed by the tenant for interior lighting, electrical facilitiesplugs, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and supplemental air conditioning equipment) and fixtures in shall be billed monthly to Tenant by Landlord as set forth in Paragraph VII IX of Exhibit “D”); measurable and market costs of building and cleaning supplies and equipment (including rental); reasonable cost of maintenance, cleaning and repairs, including without limitation the services provided in Exhibit “D” hereof; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third partiesthe type of occupancy and the services rendered); the Building's ’s pro rata share (i.e. approximately 39.45% as hereinafter definedprovided) of the cost of operating, maintaining and repairing the Common Areas of common areas and facilities within the Park (such as, but not limited to, snow plowing, sanding, sand removal, lot sweeping, landscaping, common area and street lighting, security, management and sewer treatment plant maintenancemanagement); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if . If Landlord (i) installs a new or replacement capital item for the purpose purposes of (i) reducing Landlord's ’s Operating Costs, or (ii) is required to perform capital repairs or replacements or to install capital items in order to comply with changes in applicable law from and after the Commencement Date, or (iii) or is required pursuant to Section 5.1.3 to perform capital repairs or replacements which are chargeable to Tenant to the extent provided by the provisions of this Section, the costs thereof as reasonably amortized by Landlord over the their useful life in years of the capital item so installed in accordance with generally accepted accounting principles principles, with legal interest ("GAAP"not to exceed the then “Prime Rate” published in the Wall Street Journal plus two percent (2%) per annum) (“Agreed Interest Rate”) on the unamortized amount, shall be included in “Landlord’s Operating Costs”. In such event, Tenant shall pay Tenant’s share of such amortization payment for each month after such improvement is completed until the first to occur of the expiration of the Term or the end of the term over which such costs are required to be amortized. Landlord agrees that all of such services to be included in Landlord’s Operating Costs shall be obtained by Landlord at commercially reasonable, competitive market rates consistent with the operation and management of comparable Class A office buildings in the suburban Boston area. Notwithstanding anything to the contrary contained herein, in no event shall Landlord’s Operating Costs include (nor shall Tenant have any obligation to pay any Operating Cost Escalation on account of) the following: (a) Costs, expenses and fees relating to solicitation of, advertising for and entering into leases and other occupancy arrangements for space in the Park, including but not limited to legal fees, space planners’ fees, real estate brokers’ leasing commissions and advertising and marketing expenses. (b) Costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), consistentlycosts of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Park (or any part thereof), costs of any disputes between Landlord and its employees, disputes of Landlord with building management, or outside fees paid in connection with disputes with other tenants, invitees or adjacent property owners. (c) Costs of correcting defects in the Building or the Building equipment or replacing defective equipment solely to the extent such costs relate to items covered by warranties of manufacturers, suppliers or contractors or are otherwise borne by parties other than Landlord and for which Landlord receives reimbursement. (d) Costs of installations paid by or constructed for specific tenants or other occupants. (e) Interest, points, other finance charges and principal payments on mortgages, and other costs of indebtedness, if any. (f) All amounts which are specifically charged to or otherwise paid by any other tenant or other occupant of the Building or the Park, or for items or services which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement. (g) Any bad debt loss, rent loss or reserves for bad debts or rent loss. (h) The salary and indirect compensation (including, without limitation, all fringe benefits, workmen’s compensation, insurance premiums and payroll taxes) of any employee above the trade of property manager, and the wages and indirect compensation of any employee to the extent such employee devotes his or her time to property other than the Building. (i) Amounts, if any, paid as ground rental by Landlord. (j) Expenses related to third-party landlord-tenant disputes. (k) Any cost of any service or items sold or provided to tenants of the Building or Park or other occupants for such service or has been or is entitled to be reimbursed by insurance or otherwise compensated by parties (e.g. easement holders) other than tenants of the Building and for which Landlord receives reimbursement. (l) The costs of repair, replacement, or restoration work occasioned by any casualty or condemnation above the deductible amount on the insurance policy. (m) Any depreciation allowance or expense, expense reserve and other non-cash items. (n) The costs of repairs, alterations and general maintenance necessitated by the negligence or willful misconduct of Landlord or its agents, employees, or contractors or repairs, alterations, and general maintenance necessitated by the negligence or willful misconduct of any other tenant (including Tenant) or occupant of the Building or any of their respective agents, employees, contractors, invitees, or licensees. (o) Interest or penalties due to the late payment of taxes, utility bills or other such costs, unless caused by Tenant, in which event Tenant shall be responsible for same. (p) Any amount payable by Landlord by way of indemnity or for damages or which constitute a fine or penalty, including interest or penalties for late payment, unless caused by Tenant, in which event Tenant shall be responsible for same. (q) Any other cost or expense which, under generally accepted accounting principles, consistently applied, would not be a normal maintenance or operating expense of the Building, including bad debt expenses and charitable contributions and donations. (r) Costs incurred to maintain the structural integrity of the Building, except in the event caused by the Tenant as set forth in Section 5.1.3 hereof. In case of services which are not rendered to all areas of the Building on a comparable basis, the proportion allocable to the Premises shall be the same proportion which the Rentable Floor Area of Tenant’s Space bears to the total rentable floor area to which such service is so rendered (such latter to be determined in the same manner as the Total Rentable Floor Area of the Building), or shall be re-allocated by Landlord on a reasonable basis taking into consideration such factors as usage of a particular tenant in the Park and/or such other pertinent factors as reasonably determined by Landlord. Tenant shall be responsible to pay its share of Landlord’s Operating Costs for the Building based upon the proportion that the Rentable Floor Area of Tenant’s Space bears to the Total Rentable Floor Area of the Building (i.e. 41.55%). Tenant shall also be responsible to pay its pro rata share of Park-related costs, which shall be allocated by Landlord in a commercially reasonable mariner based upon the following: upon the ratio of the square footage of the Premises to the aggregate square footage of all completed buildings in the Park (e.g. 460,588 RSF), as such buildings are completed from time to time (i.e. the Building’s current share of Park-related costs is approximately 39.45%). As of this date, the Park consists of approximately 460,588 RSF, specifically consisting of the following: One Wall Street: 192,000 RSF Two and Ten Wall Street (Retail): 34,908 RSF Twenty Wall Street: 52,000 RSF Five Wall Street: 181,680 RSF Total: 460,588 RSF

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's ’s Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Termthereafter, Tenant shall pay to Landlord, as additional rent, Tenant’s share of the Operating Cost Escalation (as defined below), if any, on or before the thirtieth (30th) day following receipt by Tenant of Landlord's ’s Statement (as defined below). As soon as practicable Within ninety (90) days after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("“Landlord's ’s Statement"”) in reasonable detail and according to generally accepted usual accounting principles, consistently applied, practices certified by Landlord, Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's ’s Operating Costs," Costs (as defined herein). Landlord Operating Costs shall mean the commercially reasonable costs incurred by Landlord in operating, cleaning, maintaining, managing, and repairing the Building and the Lot, EXCLUDING the principal, interest and amortization on mortgages for the Building Building, and Lot or leasehold interests therein therein, depreciation; improvements made to the Building, the Lot or the Park that do not lower operating costs; and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, ; BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot Building and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park)Lot; installments and interest on assessments for public betterments or public improvementsimprovements but only to the extent required to be paid in such Fiscal Year; reasonable expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; reasonable premiums for insurance required to be maintained by Landlord pursuant to this Leaseinsurance; reasonable compensation and all reasonable fringe benefitsbenefits for full-time employees at the Building, workmen's ’s compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephonetelephone and the electricity to operate the base building heating, ventilating, air conditioning systems, elevators and parking lot lighting, and other utility charges not billed directly to tenants by Landlord or the utility, but not including utility companies (the cost to Landlord of for the electricity furnished consumed by the tenant for interior lighting, electrical facilitiesplugs, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and supplemental air conditioning equipment) and fixtures in shall be billed monthly to Tenant by Landlord as set forth in Paragraph VII IX of Exhibit “D”); measurable and market costs of building and cleaning supplies and equipment (including rental); reasonable cost of maintenance, cleaning and repairs, including without limitation the services provided in Exhibit “D” hereof; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third partiesthe type of occupancy and the services rendered); the Building's ’s pro rata share (i.e. approximately 39.45% as hereinafter definedprovided) of the cost of operating, maintaining maintaining, managing, and repairing the Common Areas common areas and facilities of the Park (such as, but not limited to, snow plowing, sanding, sand removal, lot sweeping, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); management): and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, management, and repair of the Building (including the cafeterial [subject to the limitations hereinafter provided] and fitness center located therein) and Lot, or either, and properly chargeable against income, it being agreed that if . If Landlord (i) installs a new or replacement capital item for the purpose purposes of (i) reducing Landlord's ’s Operating Costs, or (ii) is required to perform capital repairs or replacements or to install capital items in order to comply with changes in applicable law from and after the Commencement Date, or (iii) or is required pursuant to Section 5.1.3 to perform capital repairs or replacements which are chargeable to Tenant to the extent provided by the provisions of this Section, the costs thereof as reasonably amortized by Landlord over the their useful life in years of the capital item so installed in accordance with generally accepted accounting principles principles, with legal interest ("GAAP"not to exceed the then “Prime Rate” published in the Wall Street Journal plus two percent (2%) per annum) (“Agreed Interest Rate”) on the unamortized amount, shall be included in “Landlord’s Operating Costs”, but with respect to subsection (i) in no event may the amount included herein with respect to a Fiscal Year exceed the reasonably projected annual reduction in Operating Costs. In such event, Tenant shall pay Tenant’s share of such amortization payment for each month after such improvement is completed until the first to occur of the expiration of the Term or the end of the term over which such costs are required to be amortized. Landlord agrees that all of such services to be included in Landlord’s Operating Costs shall be obtained by Landlord at commercially reasonable, competitive market rates consistent with the operation and management of comparable Class A office buildings in the suburban Boston area. Notwithstanding anything to the contrary contained herein, in no event shall Landlord’s Operating Costs include (nor shall Tenant have any obligation to pay any Operating Cost Escalation on account of) the following: (a) Costs, expenses and fees relating to solicitation of, advertising for and entering into leases and other occupancy arrangements for space in the Park, including but not limited to legal fees, space planners’ fees, real estate brokers’ leasing commissions and advertising and marketing expenses. (b) Costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), consistentlycosts of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Park (or any part thereof), costs of any disputes between Landlord and its employees, disputes of Landlord with building management, or outside fees paid in connection with disputes with other tenants, invitees or adjacent property owners. (c) Costs of correcting defects in the Building or the Building equipment or replacing defective equipment solely to the extent such costs relate to items covered by warranties of manufacturers, suppliers or contractors or are otherwise borne by parties other than Landlord and for which Landlord receives reimbursement. (d) Costs of installations paid by or constructed for specific tenants or other occupants. (e) Interest, points, other finance charges and principal payments on mortgages, and other costs of indebtedness, if any. (f) All amounts which are specifically charged to or otherwise paid by any other tenant or other occupant of the Building or the Park, or for items or services which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement. (g) Any bad debt loss, rent loss or reserves for bad debts or rent loss. (h) The salary and indirect compensation (including, without limitation, all fringe benefits, workmen’s compensation, insurance premiums and payroll taxes) of any employee above the trade of property manager, and the wages and indirect compensation of any employee to the extent such employee devotes his or her time to property other than the Building. (i) Amounts, if any, paid as ground rental by Landlord. (j) Expenses related to third-party landlord-tenant disputes. (k) Any cost of any service or items sold or provided to tenants of the Building or Park or other occupants for such service or has been or is entitled to be reimbursed by insurance or otherwise compensated by parties (e.g. easement holders) other than tenants of the Building and for which Landlord receives reimbursement. (1) The costs of repair, replacement, or restoration work occasioned by any casualty or condemnation above the deductible amount on the insurance policy.

Operating Cost Escalation. With respect If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex and Parcel, for any Lease Year or proportionate part thereof if the Lease Term expires prior to the First Fiscal expiration of a Lease Year for Tenant's Paying (herein the "Comparison Period") shall be greater than the Base Operating Cost EscalationCosts (adjusted proportionately if the Comparison Period is less than a Lease Year), or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant then Lessee shall pay to LandlordLessor, as additional rentAdditional Rent, Lessee's Percentage of all such excess Operating Cost Escalation (as defined below)Costs. Operating Costs shall include, if anyby way of illustration and not of limitation: personal property taxes; management fees; labor, on or before the thirtieth day following receipt by Tenant of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term including all wages and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, consistently applied, certified by Landlordsalaries; social security taxes, and showing for other taxes which may be levied against Lessor upon such wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection with the preceding Fiscal Year operation of the Complex or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING the interest Parcel; supplies; repairs and amortization on mortgages for the Building maintenance; maintenance and Lot or leasehold interests therein and service contracts; the cost of special services rendered to tenants security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance are not required to be maintained by Landlord pursuant to this Leasecapitalized for Federal income tax purposes); compensation fire and other insurance; trash removal; lawn care; snow removal and all fringe benefits, workmen's compensation, insurance premiums other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the "Operating Costs"). Lessor shall be entitled to amortize and payroll taxes paid by Landlord to, for or with respect to all persons engaged include in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) Operating Costs an allocable portion of the cost of operatingcapital improvement items, maintaining and repairing the Common Areas of the Park (such asincluding life safety systems, but which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of applicable to the Building and Lot, or either, and properly chargeable against income, Complex or Parcel at the time it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the was constructed. All such costs thereof as reasonably shall be amortized by Landlord over the useful reasonable life of such improvements with interest at two (2%) percent over the prime lending rate announced as such by Chase Manhattan Bank to its most creditworthy borrowers on the unamortized amount in years of the capital item so installed accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles ("GAAP"principles. As used in this Subsection 25(A), consistentlythe Base Period Costs for Operating Costs shall be as defined on the Reference Page.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant shall pay to Landlord, as additional rentAdditional Rent, Operating Cost Escalation (as defined below), if any, ) on or before the thirtieth 10th day following receipt by Tenant of Landlord's Operating Cost Statement (as defined below). As soon as practicable after After the end of each Fiscal Year ending calendar year during the Term term and after Lease termination, Landlord shall render a statement ("Landlord's Operating Cost Statement") in reasonable detail and according to generally accepted usual accounting principles, consistently appliedpractices, certified by Landlord, and showing for the preceding Fiscal Year calendar year or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants Costs (including Tenant) for which a special charge is made, BUT INCLUDINGas defined below). Landlord's Operating Costs shall include, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments premiums for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments insurance covered by Landlord with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Leasethe Property; compensation and all fringe benefits, workmenworker's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the managing, operating, maintaining, maintaining or cleaning of the Building Property below the grade of property manager; water and Lotsewer use charges for the Property; steam, water, sewer, electric, gas, telephone, and other all utility charges not billed attributable to the interior and exterior common areas and facilities of the Property; payments to contractors and management companies under service or management contracts (or other costs incurred directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished its agents) for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, cleaning, maintaining and repairing the Property, including, without limitation, management fees, Building cleaning, window cleaning, pest extermination, trash removal, landscaping, snow removal and Lot repair and maintenance to elevators, the HVAC, electric and plumbing systems and parking areas (which payments may be to affiliates of Landlord Landlord, provided the same are at reasonable rates consistent with similar contracts with unaffiliated third partiesrates); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary costs and expenses paid in connection with the operation, cleaning, maintenanceoperating, managing, maintaining, replacing and repair repairing of the Building or any other portion of the Property (except for capital repairs to or capital replacements of the roof or the foundation or structure of the Building which shall be made by Landlord at its sole cost and Lotexpense and not passed through as Operating Costs). The following capital repairs and capital replacements are the only categories of capital expenditure that may be included in Operating Costs and the same may be included on an amortized basis only, as set forth below: (a) capital expenditures required to comply with laws enacted or eitherrequirements of laws applicable after the date of this Lease or (b) capital expenditures to repair or replace building systems or components thereof. Capital expenditures made pursuant to the preceding sentence shall be amortized over the useful life of the item in question with interest thereon at an annual rate equal to two (2%) percent above the base rate (prime rate) of Fleet Bank of Boston (or any other Bank having offices in Boston, and properly chargeable against incomeMassachusetts chosen by Landlord) from time to time, shall be included in Landlord's Operating Costs. Without limiting the generality of the foregoing, it being is also expressly understood and agreed that if (a) all costs, expenses and charges (collectively, the "Park Common Expenses") of any kind or nature charged or assessed to the Property (or any part thereof) under the Park Covenants and/or Cross Easement, as either the same may be amended, restated, modified, changed, supplemented or substituted from time to time and (b) the cost of all insurance required to be carried by Landlord installs a new under the Ground Lease or which Landlord carries under the Ground Lease shall be included in Operating Costs. Tenant also agrees that, at the option of Landlord, the entire cost of all replacements of component parts of machinery and equipment which require periodic replacement capital item for or regularly wear out may be treated as an expense and shall be fully included as part of Landlord's Operating Costs without the purpose of reducing need to amortize or depreciate the same In determining Landlord's Operating Costs, the costs thereof as reasonably amortized by Landlord over the useful life in years if less than 95% of the capital item Building shall have been occupied by tenants and fully used by them, at any time during the year, Landlord's Operating Costs which vary directly with the level of Building occupancy (such as cleaning and trash removal) shall be extrapolated to an amount equal to the like operating expenses that would normally be expected to be incurred had such occupancy been 95% and had such full utilization been made during the entire period, but those Operating Costs which do not vary directly with the level of Building occupancy (such as security costs, snow plowing, utilities to common areas and the like) shall not be so installed in accordance with generally accepted accounting principles ("GAAP"), consistentlyextrapolated.

Operating Cost Escalation. With respect If the Operating Costs incurred for the Real Property for any Lease Year or Partial Lease Year during the Term will be greater than the Base Operating Costs (reduced proportionately to correspond to the First Fiscal Year for Tenant's Paying Operating Cost Escalationduration of periods less than a Lease Year), or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, then Tenant shall will pay to Landlord, as additional rentAdditional Rent, Operating Cost Escalation (as defined below), if any, on or before the thirtieth day following receipt by Tenant Tenant’s Percentage of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, consistently applied, certified by Landlord, and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's all such excess Operating Costs," EXCLUDING the interest . Operating Costs will include, by way of illustration and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost not of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate personal property taxes; management fees comparable to that of similar first class office buildings in the area; labor, including all wages and salaries; social security and other taxes on the Building, the Lot which may be levied against Landlord upon such wages and the Common Areas of the Park salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance which are not required to be maintained by Landlord pursuant capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as the “Operating Costs” in this Lease); compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including broker fees or commissions; legal fees incurred in the cost preparation or enforcement of leases; costs for leasehold improvements; legal fees for the negotiation and preparation of mortgages or other financings; costs to Landlord correct, and fines and penalties in connection with, violations of electricity furnished for lighting, electrical facilities, Legal Requirements; any amounts reimbursed by tenants or insurance; depreciation of Building or equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; interest; income or excess profits taxes; costs of building and cleaning supplies and equipment (including rental)maintaining the Landlord’s corporate existence; cost of maintenancefranchise taxes; any expenditures required to be capitalized for federal income tax purposes, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same unless said expenditures are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating CostsCosts at the Real Property (and then only the amount of any such reduction may be included in any given year), or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement enacted after the date hereof, in which event the costs thereof as reasonably shall be included such costs (together with an interest factor equal to the greater of 13% or 3 percentage points in excess of the prime rate established by JPMorgan Chase Bank, at the time of expenditure) shall be amortized by Landlord over the useful life oft he item, not to exceed five (5) years. Notwithstanding anything contained herein to the contrary, any additional costs incurred by Landlord during the Calendar Year by reason of Landlord or any of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in years Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage of the capital item so installed all costs and expenses incurred by Landlord in accordance connection with generally accepted accounting principles ("GAAP"), consistentlycomplying with any “homeland security” requirements and such costs and expenses will not be included in Operating Costs.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant The LESSEE shall pay to Landlord, the LESSOR as additional rentrent hereunder when and as designated by notice in writing by LESSOR, all increases or projected increases in operating expenses over those incurred during the calendar year 2006. For the purposes of this paragraph, the calendar year 2006 operating expenses shall be $1.20 per rentable square feet. During the calendar year 2007, the operating expenses escalation paid by the LESSEE shall not increase by more than 5% over the above-mentioned calendar year 2006 operating expenses, the amount of the operating cost expenses incurred during calendar year 2007, subject to the 5% cap, shall be the “Operating Cost Escalation Base” (as defined below)i.e. if the operating cost expenses incurred during calendar year 2007 is equal to $1.21 per rentable square feet, the Operating Cost Base shall be $1.21 per rentable square feet, if anythe operating cost expenses incurred during calendar year 2007 is equal to $1.31 per rentable square feet, on or before the thirtieth day following receipt by Tenant of Landlord's Statement (as defined belowOperating Cost Base shall be $1.26 per rentable square feet which is the maximum amount allowed for calendar year 2007). As soon During the calendar year 2008, and each year thereafter for the remainder of the lease term, the LESSEE shall pay to the LESSOR as practicable additional rent hereunder when and as designated by notice in writing by LESSOR, all increases or projected increases in operating expenses incurred over the Operating Cost Base. Said payments shall include estimate installment payments based upon the LESSOR’S projection of the actual operating expenses. Actual operating cost expenses will not be known until after the end conclusion of each Fiscal Year ending during calendar year, retroactive adjustment to estimate payments shall be necessary when actual operating cost expenses are known. The LESSEE shall pay LESSOR, within thirty (30) days of receiving written notice thereof, the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") balance owed due to insufficient estimated payments made in reasonable detail and according to generally accepted accounting principles, consistently applied, certified by Landlordaccordance with the above, and showing the LESSOR shall credit the LESSEE’S account for any excess estimated payments made in accordance with the above. Within thirty (30) days of its receipt of notice from LESSOR regarding the actual operating cost expenses for any calendar year, LESSEE may request additional written documentation evidencing the actual operating cost expenses for said calendar year and J.FSSOR shall provide such written documentation within thirty (30) days of such request. This request for information shall be in addition to the review or audit available to LESSEE as described below. Operating expenses are defined for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost purposes of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments this agreement in Exhibit E hereto. This increase shall be prorated should this lease be in effect with respect to only a portion of any Fiscal Year calendar year. Upon at least fourteen (14) days prior written notice from LESSEE, LESSOR shall make available to LESSEE at LESSOR’S address for review or fraction audit by LESSEE and its agents during reasonable hours, all of a Fiscal Year; premiums for insurance required LESSOR’S books, records and documents relating to be maintained by Landlord pursuant to this Lease; compensation Operating expenses and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, Leased Premises for the costs thereof as reasonably amortized by Landlord over then-current and the useful life in years of the capital item so installed in accordance with generally accepted accounting principles two most recent calendar years. LESSEE shall be entitled to one ("GAAP"), consistently1) such audit per calendar year.

Operating Cost Escalation. With respect If the Operating Costs incurred for the Real Property for any Lease Year or Partial Lease Year during the Term will be greater than the Base Operating Costs (reduced proportionately to correspond to the First Fiscal Year for Tenant's Paying Operating Cost Escalationduration of periods less than a Lease Year), or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, then Tenant shall will pay to Landlord, as additional rentAdditional Rent, Tenant’s Percentage of all such excess Operating Cost Escalation Costs. Operating Costs will include, by way of illustration and not of limitation: personal property taxes; management fees for the Building only; labor, including all wages and salaries for those employees working at the Building (as defined below), if any, on to the extent that employees work at the Building and other building(s) owned or before the thirtieth day following receipt managed by Tenant Landlord or an affiliate of Landlord's Statement , such wages and salaries shall be reasonably allocated by Landlord among such buildings); social security and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (which are not required to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as defined belowthe “Operating Costs” in this Lease); but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining the Landlord’s corporate existence; franchise taxes; any expenditures required to be capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, in which event the costs thereof shall be included. As soon as practicable after Notwithstanding anything contained herein to the end of each Fiscal Year ending contrary, any additional costs incurred by Landlord during the Term Calendar Year by reason of Landlord or any of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and after Lease terminationexpenses incurred by Landlord in connection with complying with any “homeland security” requirements and such costs and expenses will not be included in Operating Costs. If any repair, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to replacement or improvement within the definition of Operating Costs is capitalized under generally accepted accounting principles, consistently applied, certified by Landlord, and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and then (A) the cost of special services rendered any such repair, replacement or improvement shall only be included in Operating Costs if such repair, replacement or improvement (i) is necessary to tenants comply with any governmental or quasi-governmental law, statute, ordinance, rule, order, requirements or regulation, which is enacted or promulgated after the date hereof, (including Tenantii) for is reasonably intended to reduce Operating Costs or (iii) constitutes a replacement which a special charge in Lessor’s reasonable judgment is madeeconomically prudent to make in lieu of repairs, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Lease; compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including B) the cost to Landlord thereof shall be amortized on a straight line basis over the lesser of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space ten (other than Building heating, ventilating and air conditioning equipment10) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing years or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the costs thereof as reasonably amortized by Landlord over the useful life of such repair, (C) the amount so amortized attributable to such repair, replacement or improvement shall be included in years Operating Costs in each Lease Year for such portion of the capital item so installed amortization period which occurs during the Term, provided, however, that all amounts thereof included in accordance with generally accepted accounting principles Operating Costs in any Lease Year subsequent to the year paid shall have added thereto interest from the date Lessor incurred such cost. For amortization purposes, applicable interest shall be two ("GAAP")2) percentage points in excess of the prime rate charged by ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, consistentlyor its successor, at the time of expenditure.

Operating Cost Escalation. With respect If the Operating Costs incurred for the Real Property for any Lease Year or Partial Lease Year during the Term will be greater than the Base Operating Costs (reduced proportionately to correspond to the First Fiscal Year for Tenant's Paying Operating Cost Escalationduration of periods less than a Lease Year), or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, then Tenant shall will pay to Landlord, as additional rentAdditional Rent, Operating Cost Escalation (as defined below), if any, on or before the thirtieth day following receipt by Tenant Tenant’s Percentage of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, consistently applied, certified by Landlord, and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's all such excess Operating Costs," EXCLUDING the interest . Operating Costs will include, by way of illustration and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost not of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate personal property taxes; management fees; labor, including all wages and salaries; social security and other taxes on the Building, the Lot which may be levied against Landlord upon such wages and the Common Areas of the Park salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance which are not required to be maintained capitalized for federal income tax purposes); trash removal; lawn care; snow removal; fire casualty, property damage, liability and other insurance costs, together with any deductibles, incurred by Landlord pursuant to this Lease; compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or in connection with respect to all persons engaged in the operating, maintaining, or cleaning its operation of the Building and Lotthe Real Property and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as the “Operating Costs” in this Lease); steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord depreciation of electricity furnished for lighting, electrical facilities, Building or equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; interest; income or excess profits taxes; costs of building and cleaning supplies and equipment (including rental)maintaining the Landlord’s corporate existence; cost of maintenancefranchise taxes; any expenditures required to be capitalized for federal income tax purposes, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same unless said expenditures are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating CostsCosts at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, in which event the costs thereof as reasonably amortized shall be included. Notwithstanding anything contained herein to the contrary, any additional costs incurred by Landlord over during the useful life Calendar Year by reason of Landlord or any of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in years Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage of the capital item so installed all costs and expenses incurred by Landlord in accordance connection with generally accepted accounting principles ("GAAP"), consistentlycomplying with any “homeland security” requirements and such costs and expenses will not be included in Operating Costs.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant shall pay to Landlord, as additional rentAdditional Rent, Operating Cost Escalation (as defined below), if any, ) on or before the thirtieth 20th day following receipt by Tenant of Landlord's Statement (as defined below). As soon as practicable after After the end of each Fiscal Year ending calendar year during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, consistently appliedpractices, certified by Landlord, and showing for the preceding Fiscal Year calendar year or fraction thereof, as the case may be, all of Landlord's operating costs for the Building and Lot ("Landlord's Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants (including Tenant) for which a special charge is made"), BUT INCLUDINGincluding, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Leaseinsurance; compensation and all fringe benefits, workmenworker's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, maintaining or cleaning of the Building (including the Premises) and Lot; steamcosts of electricity in ex cess of Tenant's Estimated Electrical Charge and other Estimated Electrical Charges paid by other tenants of the Building including, waterwithout limitation, sewer, electric, gas, telephone, costs of electricity furnished to the Premises and other tenants' premises but excluding electricity separately metered to Tenant or tenants; all other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit Dutility company; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; all payments to independent contractors under service contracts for cleaning, operating, managing, cleaning, maintaining and repairing the Building (including the Premises) and Lot (which payments may be to affiliates of Landlord Landlord, provided the same are at reasonable rates consistent with similar contracts with unaffiliated third partiescomparable market rates); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's pro rata allocable share (as hereinafter definedreasonably determined by Landlord in accordance with generally accepted accounting principles) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area areas and street lighting, security, management and sewer treatment plant maintenance)facilities; and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenanceoperating, managing, maintaining, and repair repairing of the Building and Lot, or either, and properly chargeable against income, ; it being agreed that if Landlord installs shall install a new or replacement capital item for the purpose of reducing complying with applicable laws or regulations or intending to reduce Landlord's Operating Costs, the costs thereof as reasonably amortized annual amortization (determined by Landlord over the useful life in years of the capital item so installed in accordance with generally accepted accounting principles principles) of the cost thereof, with interest thereon at the prime rate published in The Wall Street Journal from time to time, shall be included in Landlord's Operating Costs. (1) Interest and amortization on mortgages for the Building and Lot; (2) The cost of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration or replacements occasioned by fire or other casualty or caused by the exercise of eminent domain takings to the extent that Landlord receives insurance or eminent domain proceeds for the same; (4) The depreciation or amortization of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except to the extent referenced above in this Section 5.1. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased by an amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "GAAP")Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, consistentlyif any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relates.

Operating Cost Escalation. With respect to If, in any calendar year during the First Fiscal Year Term commencing with the calendar year 2020, the Operating Costs (as defined below) are in excess of the amount of the Operating Costs for Tenant's Paying the calendar year 2019 (which calendar year 2019 shall be the “Operating Cost EscalationBase Year”), or fraction thereof, and any Fiscal Year or fraction thereafter during the Termgrossed up to reflect ninety-five percent (95%) occupancy, Tenant shall will pay to Landlord, as additional rentAdditional Rent hereunder, within thirty (30) days of Tenant’s receipt of the Operating Cost Escalation Statement (as defined below), if anythe monthly, on estimated 1/12 of Tenant’s Share of the amount of such excess (such percentage of such excess amount being, hereinafter, “Operating Cost Rent”), which Operating Cost Statement shall include, with specificity, Landlord’s calculations of Tenant’s Share and Tenant’s Operating Cost Rent, as well as a reasonable breakdown of the Operating Costs applicable thereto. Operating Costs shall include all reasonable costs and expenses of every kind and nature paid or before incurred by the thirtieth day following receipt by Tenant of Landlord's Statement Landlord (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term including reasonable and after Lease termination, Landlord shall render a statement ("Landlord's Statement"appropriate reserves) in operating, managing, equipping, policing, lighting, repairing and maintaining the Building and the Lot, the parking areas, common areas, utilities and facilities serving the Building; air conditioning servicing the Building, landscaping, and snow removal; costs of all roof and other maintenance, repairs and replacements performed by the Landlord; costs of the installation, operating, maintenance, repair and replacement of any energy management system designed to reduce the energy consumption in the building; costs of the operation, maintenance, repair and replacement of any escalators or elevators; premiums for liability, property damage, fire, workers’ compensation, and other insurance carried by Landlord on any structures on the Lot; wages, unemployment taxes, social security taxes, and personal property taxes and assessments; fees for required licenses and permits; supplies and other equipment for the common areas; and reasonable detail administrative and according management costs associated with the Building and the Lot; provided that (a) as to any improvement, repair or replacement included in operating costs having a useful life of greater than one year, the charge added to Operating Costs in any given year shall be the amortized cost thereof calculated on a straight-line basis over the useful life of such improvement, repair or replacement in accordance with generally accepted accounting principles, consistently applied, certified by Landlord), and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's (b) there shall be excluded from Operating Costs," EXCLUDING , all depreciation associated with the interest and amortization on mortgages for costs of the Building and Lot or leasehold interests therein build-out of tenants, and the cost leasing commissions, attorneys’ fees and other inducements associated with the leasing of special services rendered space to tenants (including Tenant) for which a special charge is madeany and all tenants, BUT INCLUDING, without limitation: real estate taxes on and those items specifically excluded from Operating Costs as stated below: 1. all costs associated with the Building, the Lot and the Common Areas operation of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Lease; compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning business of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or entity which constitutes “Landlord” (as distinguished from the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter definedoperations) of the cost of operating, maintaining and repairing the Common Areas of the Park (such asincluding, but not limited to, snow plowing, sanding, landscaping, common area Landlord’s general corporate overhead and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid general administrative expenses; 2. costs incurred by Landlord in connection with the operationcorrection of defects in design and construction of the Building or Lot; 3. any costs of any services sold or provided to tenants or other occupants for which Landlord is entitled to be reimbursed by such tenants (whether or not actually reimbursed) or other occupants as an additional charge or rental over and above the basic rent charged to such tenants or other occupants (and escalations thereof); 4. expenses in connection with services or other benefits which are provided to another tenant or occupant and do not benefit Tenant; 5. any cost or expense related to removal, cleaning, maintenanceabatement or remediation of “hazardous material” in or about the Building or Lot, including without limitation, hazardous substances in the ground water or soil not caused by Tenant or its employees or invitees; 6. advertising and promotional costs including tenant relation programs and events; 7. ▇▇▇▇▇▇▇▇’s gross receipts taxes, personal and corporate income taxes, inheritance and estate taxes, other business taxes and assessments, franchise, gift and transfer taxes, and repair all other real estate taxes relating to a period or payable outside the term of the Building and LotLease; 8. any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors, or eitheremployees; 9. any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; 10. any rental and properly chargeable against incomeany associated costs, it being agreed that if Landlord installs a new either actual or replacement capital item not, for the purpose Landlord’s and/or Landlord’s management company and/or leasing office; 11. acquisition costs for sculptures, paintings, or other objects of reducing Landlord's Operating Costsart; 12. costs incurred in connection with upgrading the Building to comply with disability or life insurance requirements, or life safety codes, ordinances, statutes, or other laws in effect prior to the Commencement Date, including without limitation the Americans With Disabilities Act, including penalties or damages incurred as a result of non-compliance; and 13. costs thereof as reasonably amortized by Landlord over the useful life in years for reserves of the capital item so installed in accordance with generally accepted accounting principles ("GAAP"), consistentlyany kind.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant The TENANT shall pay to Landlordthe LANDLORD as additional rent hereunder in accordance with subparagraph B of this Article, 25 .16 percent of any increase in operating expenses over those incurred during the calendar year 2013. Operating expenses are defined for the purposes of this agreement as operating expenses per annum of the building and its appurtenances and all exterior areas, yards, plazas, sidewalks, landscaping and the like then (i.e. as of said last day of the calendar year concerned) located outside of the building but related thereto and the parcels of land on which they are located (said building, appurtenances, exterior areas, and land hereinafter referred to in total as the "building"). Operating expenses include, but are not limited to: (i) all costs of furnishing electricity, heat, air-conditioning, and other utility services and facilities to the building, (ii) all costs of any insurance carried by LANDLORD related to the building, (iii) all costs of common area cleaning and janitorial services, (iv) all costs of maintaining the building including the operation and repair of heating and air-conditioning equipment and any other common building equipment, non­capital roof repairs and all other repairs, improvements and replacements required by law or necessary to keep the building in a well maintained condition, (v) all costs of snow and ice removal, landscaping and grounds care, (vi) all other costs of the management of the building, including, without limitation, property management fees, and (vii) all other reasonable costs relating directly to the ownership, operation, maintenance and management of the building by LANDLORD. This increase shall be prorated should this lease be in effect with respect to only a portion of any calendar year. During each year of the term of this lease TENANT shall make monthly estimated payments to LANDLORD, as additional rent, Operating Cost Escalation for TENANT's share of such increases in real estate taxes and operating expenses for the then current year. Said estimated monthly payments shall be made along with base rent payments and shall be equal to one twelfth (as defined below), if any, on or before 1/12) of TENANT's annualized share of LANDLORD's projected increases for the thirtieth day following receipt by Tenant of Landlord's Statement (as defined below)current year. As soon as practicable after After the end of each Fiscal Year ending during the Term and after Lease terminationcalendar year, Landlord LANDLORD shall render deliver to TENANT a statement showing the amount of such increases and also showing the TENANT's share of the same. The TENANT shall, within thirty ("Landlord30) days after such delivery, pay the TENANT's Statement") in reasonable detail and according share to generally accepted accounting principles, consistently applied, certified by Landlord, and showing for the preceding Fiscal Year or fraction thereofLANDLORD, as additional rent, less any estimated payments. If the case may beestimated payments exceed TENANT's share, "Landlordthen the excess shall be applied to the next year's Operating Costs," EXCLUDING the interest and amortization on mortgages monthly payments for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Lease; compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the costs thereof as reasonably amortized by Landlord over the useful life in years of the capital item so installed in accordance with generally accepted accounting principles ("GAAP"), consistentlyestimated increases.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's ’s Paying Operating Cost Escalation or Real Estate Tax Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant shall pay to Landlord, as additional rent, Operating Cost Escalation (as defined below), if any, on or before the thirtieth (30th) day following receipt by Tenant of Landlord's ’s Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("“Landlord's ’s Statement"”) in reasonable detail and according to generally accepted accounting principlesGenerally Accepted Accounting Principles (“GAAP”), consistently applied, certified by Landlord, and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "“Landlord's ’s Operating Costs," ” EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants (including Tenant) for which a special charge is madeversus tenants in general, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); , installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments , with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Lease; compensation and all fringe benefits, workmen's ’s compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephonetelephone and the electricity to operate the base building heating, ventilating, air conditioning systems, elevators and parking lot lighting, and other utility charges not billed directly to tenants by Landlord or the utility, but not including utility companies (the cost to Landlord of for the electricity furnished consumed by the tenant for interior lighting, electrical facilitiesplugs, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and supplemental air conditioning equipment) and fixtures shall be billed monthly to Tenant by Landlord as set forth in Paragraph VII IX of Exhibit D); costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's ’s pro rata share (as hereinafter defined) of the cost of operating, managing, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, sand removal, lot sweeping, landscaping, common area and street lighting, security, management and sewer treatment plant maintenancemanagement); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, management and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's ’s Operating CostsCosts (including without limitation the replacement of an unrepairable items) or as required by governmental regulation or laws, the costs thereof as reasonably amortized by Landlord over the useful life in years of the capital item so installed in accordance with generally accepted accounting principles GAAP, consistently applied, with legal interest ("GAAP"not to exceed the Prime Rate published in the Wall Street Journal plus two percent (2%) on the unamortized amounts, shall be included in Landlord’s Operating Costs. Landlord agrees that all of such services to be included in Landlord’s Operating Costs shall be obtained by Landlord at commercially reasonable, competitive market rates consistent with the operation and management of comparable “Class A” office buildings in the suburban Boston area. Notwithstanding anything to the contrary contained herein, in no event shall Landlord’s Operating Costs include (nor shall Tenant have any obligation to pay any Operating Cost Escalation on account of) the following: (a) Costs, expenses and fees relating to solicitation of, advertising and promotion for and entering into leases and other occupancy arrangements for space in the Park, including but not limited to legal fees, space planners’ fees, real estate brokers’ leasing commissions and advertising expenses, entertaining expenses, dining expenses, any costs relating to tenant or vendor relation programs, including flowers, gifts, luncheons, parties and other social events, but excluding any life safety information programs. (b) Costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), consistentlycosts of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Park (or any part thereof), costs of any disputes between Landlord and its employees, disputes of Landlord with building management, or outside fees paid in connection with disputes with other tenants or adjacent property owners. (c) Costs of correcting defects in the Building or the Building equipment or replacing defective equipment solely to the extent such costs relate to items covered by warranties of manufacturers, suppliers or contractors or are otherwise borne by parties other than Landlord and for which Landlord receives reimbursement after having used good faith and diligent efforts to collect. (d) Costs of installations paid by or constructed for specific tenants or other occupants. (e) Interest, points, other finance charges and principal payments on mortgages, and other costs of indebtedness, if any. (f) All amounts which are specifically charged to or otherwise paid by any other tenant or other occupant of the Building or the Park, or for items, benefits or services which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement. (g) Any bad debt loss, rent loss or reserves for bad debts or rent loss, or any reserves of any kind. (h) Amounts, if any, paid as ground rental by Landlord, (i) Expenses related to third-party landlord-tenant disputes. (j) All costs of a capital nature, except as those relating to reducing Landlord’s Operating Costs as aforesaid and capital expenditures required by government regulation or laws, enacted after the Term Commencement Date , the amount of such costs relating to any such legal requirement(s) to be amortized on a straight-line basis, with interest at the aforesaid rate (i.e. Prime Rate plus two percent per annum), over the asset’s useful life in accordance with GAAP. (k) All repairs or replacements resulting from a breach of Landlord’s Work Guaranty (as defined in Section 3.7 hereof). (l) Expenses in connection with non-Building standard services or benefits of a type which are not provided to Tenant but which are provided to other Building occupants, or for which Tenant is charged directly but which are provided to other Building occupants without direct charge. (m) Expenses associated with the provision of HVAC services to other Building occupants during non Business Hours as set forth in Exhibit D. In case of services which are not rendered to all areas of the Building on a comparable basis, the proportion allocable to the Premises shall be the same proportion which the Rentable Floor Area of Tenant’s Space bears to the total rentable floor area to which such service is so rendered (such latter to be determined in the same manner as the Total Rentable Floor Area of the Building), or shall be reallocated by Landlord on a reasonable basis taking into consideration such factors as usage of a particular tenant in the Park and/or such other pertinent factors as reasonably determined by Landlord. Landlord covenants to enforce the preceding provision on all tenants in the Park. Tenant shall be responsible to pay its share of Landlord’s Operating Costs of the Operating Cost Escalation for the Building based upon the proportion that the Rentable Floor Area of Tenant’s Space (based on Phases leased) bears to the Total Rentable Floor Area of the Building. Tenant shall also be responsible to pay its pro rata share of Park-related costs, which shall be allocated by Landlord in a commercially reasonable manner based upon the following: upon the ratio of the rentable square footage of the Premises (based on Phases leased) to the aggregate square footage of all completed buildings in the Park (currently 250,428 rentable square feet), as such buildings are completed from time to time, and provided that evidence of completion (i.e. a temporary certificate of occupancy for at least a phase) is provided to Tenant, upon Tenant’s request.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant shall pay to Landlord, as additional rentAdditional Rent, Operating Cost Escalation (as defined below), if any, ) on or before the thirtieth 30th day following receipt by Tenant of Landlord's Operating Cost Statement (as defined below). As soon as practicable after After the end of each Fiscal Year ending calendar year during the Term term and after Lease termination, Landlord shall render a statement ("Landlord's Operating Cost Statement") in reasonable detail and according to generally accepted usual accounting principles, consistently appliedpractices, certified by Landlord, and showing for the preceding Fiscal Year calendar year or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants Costs (including Tenant) for which a special charge is madeas defined below), BUT INCLUDINGLandlord's Operating Costs shall include, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments premiums for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments insurance covered by Landlord with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Leasethe Property; compensation and all fringe benefits, workmenworker's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the managing, operating, maintaining, maintaining or cleaning of the Building Property (If such persons are engaged with respect to more than one property, such costs shall be appropriately allocated among the Property and Lotsuch other properties); steam, water, sewer, electric, gas, telephone, water and other sewer use charges for the Property; all utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors and management companies under service or management contracts (or other costs incurred directly by Landlord or its agents) for cleaning, operating, managing, cleaning, maintaining and repairing the Property, including, without limitation, management fees, Building cleaning, window cleaning, pest extermination, trash removal, landscaping, snow removal and Lot repair and maintenance to elevators, the HVAC, electric and plumbing systems and parking areas (which payments may be to affiliates of Landlord Landlord, provided the same are at reasonable rates consistent with similar contracts with unaffiliated third partiesrates); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenanceoperating, and repair managing, maintaining, replacing or repairing of the Building and Lotor any portion or component thereof and/or any portion of the Property including, without limitation, the operation or either, and properly chargeable against income, maintenance of a cafeteria/food service operation in the Building; it being agreed that if Landlord installs shall install a new or replacement capital item, the annual amortization (determined by Landlord) of the cost thereof, with interest thereon at an annual rate equal to two (2%) percent above the base rate (prime rate) of BankBoston (or any other Bank having offices in Boston, Massachusetts chosen by Landlord) from time to time, shall be included in Landlord's Operating Costs. Without limiting the generality of the foregoing, it is expressly understood and agreed that all costs and expenses allocated to the Property under the Park Covenants, as the same may be amended, restated, modified, changed, supplemented or substituted from time to time shall not be included in Operating Costs but shall be payable as provided in Section 5.3 hereof. If, during the Term of this Lease, Landlord shall incur capital expenses in connection with repairs or replacement of the roof, foundation or structure of the Building, there shall be included in Landlord's Operating Costs for that and in each succeeding calendar year, the amount of the annual amortization (determined by Landlord) of the cost thereof, with interest thereon, at an annual rate equal to two (2%) percent above the base rate (prime rate) of BankBoston (or any other bank having offices in Boston, Massachusetts chosen by Landlord) from time to time in effect at the time of making such capital repairs or replacements (less insurance proceeds or other proceeds, if any, collected by Landlord by reason of damage to, or destruction of, any capital items so repaired). In replacing a capital item, Landlord shall replace such capital item for with a capital item of substantially similar quality and utility to that being replaced so long as such a replacement is deemed appropriate and prudent in light of ownership and management practices then being employed in other first class office buildings. Landlord's Operating Costs shall not include any cost or expense covered by a warranty to the purpose extent of reducing the coverage afforded by said warranty and Landlord shall use good faith efforts to realize coverage under applicable warranties. In determining Landlord's Operating Costs, the costs thereof as reasonably amortized by Landlord over the useful life in years if less than 95% of the capital item so installed in accordance with generally accepted accounting principles ("GAAP")Building shall have been occupied by tenants and fully used by them, consistentlyat any time during the year, Landlord's Operating Costs shall be extrapolated to an amount equal to the like operating expenses that would normally be expected to be incurred had such occupancy been 95% and had such full utilization been made during the entire period.

Operating Cost Escalation. With respect to If the First Fiscal Year Operating Costs incurred for Tenant's Paying Operating Cost Escalation, or fraction thereofthe Building in which the Demised Premises are located, and Office Building Area, for any Fiscal Year calendar year or fraction thereafter proportionate part thereof during the TermLease term, Tenant shall be greater than the Base Operating costs (adjusted proportionately for periods less than a lease year), then Lessee shall pay to Landlord, Lessor as additional rentrent its proportionate share of all such excess Operating Costs. Operating Costs shall include, Operating Cost Escalation by way of illustration and not of limitation, management fees, provided same do not exceed 4% of the gross rentals of the building, labor, including all wages and salaries, social security taxes, and other taxes which may be levied against Lessor upon wages and salaries (as defined belowexcept salaries for partners of the Landlord and/or management personnel of the Landlord), if anysupplies, on or before the thirtieth day following receipt by Tenant of Landlord's Statement repairs and maintenance, maintenance and service contracts, painting, wall and window washing, laundry and towel service, tools and equipment (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, consistently applied, certified by Landlord, and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance are not required to be maintained by capitalized for federal income tax purposes), fire and other insurance (except for health, accident and group life insurance for partners of the Landlord pursuant to this Lease; compensation and/or management personnel of the Landlord), trash removal, lawn care, snow removal, and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect other items properly constituting direct operating costs according to all persons engaged in standard accounting practices (hereinafter collectively referred to as the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility"Operating Costs"), but not including the cost to Landlord depreciation of electricity furnished for lighting, electrical facilities, Building or equipment, machineryinterest, fixtures and appliances used amortization on any mortgage or other debt service not in the ordinary course of operating the facility, income or excess profit taxes, cost of maintaining the Lessor's corporate existence, franchise taxes, any expenditures required to be capitalized for federal income tax purposes or office expenses, manager fees or salaries of the Lessor's executive officers, providing that the good and services provided by Tenant in Tenant's Space (the Landlord to the building are of comparable costs to other than Building heatingsuppliers, ventilating and that the repairs to and the physical maintenance of the premises shall not include any capital improvements or replacement of the plant, parking lot, utility and air conditioning equipment) as set forth systems. As used in this Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs34 "A", the costs thereof Base Operating Costs shall be the Operating Costs incurred during the first (1st) twelve (12) months of Lessee's occupancy, projected as reasonably amortized by Landlord over the useful life in years though said building was fully occupied, if same is not fully occupied during said first (1st) twelve (12) months of the capital item so installed in accordance with generally accepted accounting principles ("GAAP")Lessee's occupancy. NOTWITHSTANDING THE FOREGOING, consistentlyOPERATING COSTS SHALL EXCLUDE THE FOLLOWING: ALL CAPITAL EXPENDITURES OR IMPROVEMENTS, REAL ESTATE TAXES, WAGES AND BEFITS OF EMPLOYEES ABOVE THE LEVEL OF BUILDING MANAGER, ALL COSTS FOR WHICH LANDLORD IS REIMBURSED BY INSURANCE, OTHER TENANTS OR OTHERWISE, COSTS OF LEASING SPACE IN THE BUILDING AND COSTS TO CURE EXISTING VIOLATIONS OF LAW.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's ’s Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Termthereafter, Tenant shall pay to Landlord, as additional rent, Tenant’s share of the Operating Cost Escalation (as defined below), if any, on or before the thirtieth (30th) day following receipt by Tenant of Landlord's ’s Statement (as defined below). As soon as practicable Within ninety (90) days after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("“Landlord's ’s Statement"”) in reasonable detail and according to generally accepted usual accounting principles, consistently applied, practices certified by Landlord, Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's ’s Operating Costs," Costs (as defined herein). Landlord Operating Costs shall mean the commercially reasonable costs incurred by Landlord in operating, cleaning, maintaining, managing, and repairing the Building and the Lot, EXCLUDING the principal, interest and amortization on mortgages for the Building Building, and Lot or leasehold interests therein therein, depreciation; improvements made to the Building, the Lot or the Park that do not lower operating costs; and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, ; BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot Building and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park)Lot; installments and interest on assessments for public betterments or public improvements; improvements but only to the extent of the installment required to be paid in such Fiscal Year, Landlord hereby agreeing to pay such amounts over the longest period available under applicable law, reasonable expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; reasonable premiums for insurance required to be maintained by Landlord pursuant to this Leaseinsurance; reasonable compensation and all reasonable fringe benefitsbenefits for full- time employees at the Building, workmen's ’s compensation, insurance premiums and payroll taxes paid by Landlord to, /for or with respect to all persons engaged in the operating, maintaining, managing or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephonetelephone and the electricity to operate the base building heating, ventilating, air conditioning systems, elevators and parking lot lighting, and other utility charges not billed directly to tenants by Landlord or the utility, but not including utility companies (the cost to Landlord of for the electricity furnished consumed by the tenant for interior lighting, electrical facilitiesplugs, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and supplemental air conditioning equipment) and fixtures in shall be billed monthly to Tenant by Landlord as set forth in Paragraph VII IX of Exhibit “D”); measurable and market costs of building and cleaning supplies and equipment (including rental); reasonable cost of maintenance, cleaning and repairs, including without limitation the services provided in Exhibit “D” hereof; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third partiesthe type of occupancy and the services rendered); the Building's ’s pro rata share (i.e. approximately 39.45% as hereinafter definedprovided) of the cost of operatingPark-related costs (as defined below, maintaining and repairing the Common Areas of the Park (such asincluding, but not limited to, snow plowing, sanding, sand removal, lot sweeping, landscaping, and common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, management, and repair of the Building (including the cafeteria and fitness center located therein) and Lot, or either, and properly chargeable against income, it being agreed that if . If Landlord (i) installs a new or replacement capital item for the purpose purposes of (i) reducing Landlord's ’s Operating Costs, or (ii) is required to perform capital repairs or replacements or to install capital items in order to comply with changes in applicable law from and after the Commencement Date, the costs thereof as reasonably amortized by Landlord over the their useful life in years of the capital item so installed in accordance with generally accepted accounting principles principles, with legal interest ("GAAP"not to exceed the then “Prime Rate” published in the Wall Street Journal plus two percent (2%) per annum) on the unamortized amount, shall be included in “Landlord’s Operating Costs”, but with respect to subsection (i) in no event may the amount included herein with respect to a Fiscal Year exceed the reasonably projected annual reduction in Operating Costs. In such event, Tenant shall pay Tenant’s share of such amortization payment for each month after such improvement is completed until the first to occur of the expiration of the Term or the end of the term over which such costs are required to be amortized. Landlord agrees that all of such services to be included in Landlord’s Operating Costs shall be obtained by Landlord at commercially reasonable, competitive market rates consistent with the operation and management of comparable Class A office buildings in the suburban Boston area. Notwithstanding the foregoing, in no event shall “controllable operating expenses” included within Landlord’s Operating Costs increase by more than five percent (5%) per Lease Year, on a cumulative basis. For purposes hereof, the term “controllable operating expenses” shall mean those Operating Costs within Landlord’s control, exercising prudent business practices, but shall exclude the following: (i) insurance premiums; (ii) costs incurred because of changes in applicable laws, rules, regulations, ordinances, requirements, and codes (“Applicable Laws”) after the Commencement Date; (iii) wages and benefits mandated by Applicable Laws or by union contracts; (iv) snow-plowing and expenses incurred as a result of acts of God; (v) the cost of utilities and real estate taxes; and (vi) pest control. Notwithstanding anything to the contrary contained herein, in no event shall Landlord’s Operating Costs include (nor shall Tenant have any obligation to pay any Operating Cost Escalation on account of) the following: (a) Costs, expenses and fees relating to solicitation of, advertising for and entering into leases and other occupancy arrangements for space in the Park, including but not limited to legal fees, space planners’ fees, real estate brokers’ leasing commissions and advertising and marketing expenses. (b) Costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), consistentlycosts of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Park (or any part thereof), costs of any disputes between Landlord and its employees, disputes of Landlord with building management, or outside fees paid in connection with disputes with other tenants, invitees or adjacent property owners. (c) Costs of correcting defects in the Building or the Building equipment or replacing defective equipment solely to the extent such costs relate to items covered by warranties of manufacturers, suppliers or contractors or are otherwise borne by parties other than Landlord and for which Landlord receives reimbursement, (d) Costs of installations paid by or constructed for specific tenants or other occupants. (e) Interest, points, other finance charges and principal payments on mortgages, and other costs of indebtedness, if any. (f) All amounts which are specifically charged to or otherwise paid by any other tenant or other occupant of the Building or the Park, or for items or services which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement. (g) Any bad debt loss, rent loss or reserves for bad debts or rent loss or other future expenses. (h) The salary and indirect compensation (including, without limitation, all fringe benefits, workmen’s compensation, insurance premiums and payroll taxes) of any employee above the trade of property manager, and the wages and indirect compensation of any employee to the extent such employee devotes his or her time to property other than the Building. (i) Amounts, if any, paid as ground rental by Landlord. (j) Expenses related to third-party landlord-tenant disputes. (k) Any cost of any service or items sold or provided to tenants of the Building or Park or other occupants for such service or has been or is entitled to be reimbursed by insurance or otherwise compensated by parties (e.g. easement holders) other than tenants of the Building and for which Landlord receives reimbursement. (l) The costs of repair, replacement, or restoration work occasioned by any casualty or condemnation above the deductible amount on the insurance policy. (m) Any depreciation allowance or expense, expense reserve and other non-cash items. (n) Interest or penalties due to the late payment of taxes, utility bills or other such costs, unless caused by Tenant, in which event Tenant shall be responsible for same. (o) Any amount payable by Landlord by way of indemnity or for damages or which constitute a fine or penalty, including interest or penalties for late payment, unless caused by Tenant, in which event Tenant shall be responsible for same. (p) Costs incurred to maintain the structural integrity of the Building, except if caused by the Tenant as set forth in Section 5.1.3 hereof. (q) Costs incurred in connection with the making of repairs or replacements which are the obligation of another tenant or occupant of the Building; (r) Federal and state income taxes, excess profits taxes, franchise taxes, gift taxes, capital stock tax, inheritance and succession taxes, profit, use, occupancy, gross receipts, rental, capital gains, capital stocks income and transfer taxes imposed upon Landlord or the Park, estate taxes and any other taxes to the extent applicable to Landlord’s general or net income; (s) costs of any utility or other service used or consumed in the premises leased or leasable to any tenant or occupant, if Tenant’s use or consumption of such utility or other services is separately metered or sub-metered at the Premises; (t) costs of any additions to or expansions of the Park or the Building; (u) expenditures for capital improvements or replacement except as expressly permitted above; (v) special assessments levied against the Park for any public improvements required to be undertaken by a governmental authority which would normally have been constructed by Landlord as part of the initial construction of the Park; (w) the cost to make improvements, alterations and additions to the Building or the Lot which are required in order to render the same in compliance with laws, rules, orders regulations and/or directives existing as of the date of this Lease; (x) the cost of environmental monitoring, compliance, testing and remediation performed in, on, about and around the Building or the Lot to the extent that such costs are caused by the negligent actions of Landlord or its employees or contractors; (y) any costs or expense related to vacant space; (z) amounts paid to subsidiaries or affiliates of Landlord for services rendered to the Property to the extent such amounts exceed the competitive costs for delivery of such services were they not provided by such related parties; (aa) management fees in excess of five percent (5%) of gross rents; (bb) any cost arising from Landlord’s charitable or political contributions; and (cc) any other expenses which, in accordance with generally accepted accounting principles, consistently applied, would not customarily be treated as Operating Costs by lessors of comparable buildings. In the event that the average occupancy rate for the Building is less than ninety-five (95%) percent for any Fiscal Year (including Fiscal Year 2011), then for purposes of calculating Operating Costs, the Operating Costs for such Fiscal Year shall be increased by the additional costs and expenses that Landlord reasonably and in good faith estimates would have been incurred if the average occupancy rate had been ninety-five (95%) percent for such Fiscal Year. It is not the intent of this provision to permit Landlord to charge Tenant for any Operating Costs attributable to unoccupied space, or to seek reimbursement from Tenant for costs Landlord never incurred. Rather, the intent of this provision is to allow Landlord to recover only those increases in Operating Costs properly attributable to occupied space in the Building and this provision is designed to calculate the actual cost of providing a variable operating expense service to the portions of the Building receiving such service. This “gross-up” treatment shall be applied only with respect to Operating Costs which vary based on level of occupancy. In case of services which are not rendered to all areas of the Building on a comparable basis, the proportion allocable to the Premises shall be the same proportion which the Rentable Floor Area of Tenant’s Space bears to the total rentable floor area to which such service is so rendered (such latter to be determined in the same manner as the Total Rentable Floor Area of the Building), or shall be re-allocated by Landlord on a reasonable basis taking into consideration such factors as usage of a particular tenant in the Park and/or such other pertinent factors as reasonably determined by Landlord. Tenant shall be responsible to pay its share of the Operating Cost Escalation based upon the proportion that the Rentable Floor Area of Tenant’s Space bears to the Total Rentable Floor Area of the Building (i.e. 26.85%), but any elements of Operating Costs which relate to elements of the Park other than the Building and the Lot (“Park-related costs”), shall be allocated by Landlord in a commercially reasonable manner based upon the following: upon the ratio of the square footage of the Premises to the aggregate square footage of all completed buildings in the Park (e.g. 460,588 RSF), as such buildings are completed from time to time (i.e. the Building’s current share of Park-related costs is approximately 39.45%). In no event shall Park-related costs include costs which do not relate to a service or amenity which has a benefit to the Building or which relate exclusively to another Building or Lot in the Park. As of this date, the Park consists of approximately 460,588 RSF, specifically consisting of the following: One Wall Street: 192,000 RSF Two and Ten Wall Street (Retail): 34,908 RSF Twenty Wall Street: 52,000 RSF Five Wall Street: 181,680 RSF Total: 460,588 RSF “Operating Cost Escalation” shall be equal to the difference for each Fiscal Year, if any, between: (a) the product of Landlord’s Operating Costs per rentable square foot as indicated in Landlord’s Statement times the Rentable Floor Area of Tenant’s Space; and (b) the product of the Base Operating Costs per rentable square foot times the Rentable Floor Area of Tenant’s Space. If, with respect to any Fiscal Year or fraction thereof during the Term, Tenant is obligated to pay Operating Cost Escalation, then Tenant shall pay, as additional rent, on the first day of each month of each ensuing Fiscal Year thereafter, until Landlord’s Statement for an ensuing Fiscal Year reflects that Tenant is not obligated to pay Operating Cost Escalation, “Estimated Monthly Escalation Payments” equal to 1/12th of the annualized Operating Cost Escalation for the immediately preceding Fiscal Year. Estimated Monthly Escalation Payments for each ensuing Fiscal Year shall be made retroactively from the first day of such Fiscal Year and on account of the payment to be made pursuant to the first sentence of this Section 4.2 for such Fiscal Year, with an appropriate additional payment or refund to be made at the time such payment is due for the previous year.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant shall pay to Landlord, as additional rent, Operating Cost Escalation (as defined below), if any, on or before the thirtieth day following receipt by Tenant 4.2.1 Definition of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement (Operating Costs - "Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, consistently applied, certified by Landlord, and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's ---------------------------------------- Operating Costs," EXCLUDING shall exclude costs incurred in connection with the original construction of the Building, interest and amortization on mortgages for the Building and Lot or leasehold interests therein and Lot, the cost of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDINGany items for which Landlord is reimbursed by insurance, reserves for anticipated future expenses, leasing commissions, any rent loss, the cost of providing improvements solely to another tenant, and all interest and penalties incurred as a result of Landlord's failure to pay any ▇▇▇▇ or charge as it shall become due (unless the ▇▇▇▇ or charge was contested by Landlord), but shall include, without limitation: real ----------------- estate taxes on the Building, the Lot Building and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park)Lot; installments and interest on assessments for public betterments or public improvements; reasonable expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year fiscal year or fraction of a Fiscal Yearfiscal year; premiums for insurance required to be maintained by Landlord pursuant to this Leaseinsurance; compensation and all fringe benefits, workmenworker's compensation, compensation insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges for the Building and Lot not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; reasonable costs of building and cleaning supplies and equipment (including rental); reasonable cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; reasonable payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord or to Landlord's representatives provided the same are at reasonable rates consistent with similar contracts with unaffiliated third partiesthe type of occupancy and the services rendered); reasonable rental costs associated with providing the managing agent space for an office in the Building or in another building owned by Landlord or managed by Landlord's representative, which costs shall be prorated accordingly if such office services building(s) in addition to the Building's pro rata share (as hereinafter defined) of ; the reasonable cost of operating, maintaining and repairing the Common Areas common areas and facilities of the Park Building (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, securityrepaving parking areas, management security and sewer treatment plant management); the Building's proportionate share, as reasonably determined by Landlord, of Landlord's costs and expenses (as determined consistent with the provisions of this Section 4.2.1) related to the operation, maintenance), repair ------------- and replacement of any entrance drives, access drives, landscaping improvements and other common area improvements on the Project Tract which do not exclusively serve a particular Building; and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance, maintenance and repair of the Building and Lot, or either, which are customarily passed through to tenants in the Raleigh, NC market for Class A office space and properly chargeable against incomeincome rather than capitalized under generally accepted accounting principles, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the costs cost thereof as reasonably amortized by Landlord over with reasonable interest on the useful life unamortized amount shall be included in years Landlord's Operating Costs. In the event the average occupancy level of the capital item so installed in accordance with generally accepted accounting principles Building for the applicable calendar year was not ninety-five ("GAAP")95%) or more of full occupancy, consistentlythen the Landlord's Operating Costs for such year shall be adjusted and apportioned among the tenants by the Landlord to reflect those costs which would have occurred had the Building been ninety-five percent (95%) occupied during such year.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant shall pay to Landlord, as additional rentAdditional Rent, Operating Cost Escalation (as defined below), if any, ) on or before the thirtieth 30th day following receipt by Tenant of Landlord's ’s Operating Cost Statement (as defined below). As soon as practicable after After the end of each Fiscal Year ending calendar year during the Term term and after Lease termination, Landlord shall render a statement ("“Landlord's ’s Operating Cost Statement"”) in reasonable detail and according to generally accepted usual accounting principles, consistently appliedpractices, certified by Landlord, and showing for the preceding Fiscal Year calendar year or fraction thereof, as the case may be, "Landlord's ’s Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants Costs (including Tenant) for which a special charge is madeas defined below), BUT INCLUDINGLandlord’s Operating Costs shall include, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments premiums for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments insurance covered by Landlord with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Leasethe Property; compensation and all fringe benefits, workmen's worker’s compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the managing, operating, maintaining, maintaining or cleaning of the Building Property (if such persons are engaged with respect to more than one property, such costs shall be appropriately allocated among the Property and Lotsuch other properties); steam, water, sewer, electric, gas, telephone, water and other sewer use charges for the Property; all utility charges not billed directly to tenants by Landlord or the utility, but not including the cost to Landlord of electricity furnished for lighting, electrical facilities, equipment, machinery, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors and management companies under service or management contracts (or other costs incurred directly by Landlord or its agents) for cleaning, operating, managing, cleaning, maintaining and repairing the Property, including, without limitation, management fees, Building cleaning, window cleaning, pest extermination, trash removal, landscaping, snow removal and Lot repair and maintenance to elevators, the HVAC, electric and plumbing systems and parking areas (which payments may be to affiliates of Landlord Landlord, provided the same are at reasonable rates consistent with similar contracts with unaffiliated third partiesrates); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenanceoperating, and repair managing, maintaining, replacing or repairing of the Building and Lotor any portion or component thereof and/or any portion of the Property including, without limitation, the operation or either, and properly chargeable against income, maintenance of a cafeteria/food service operation in the Building; it being agreed that if Landlord installs shall install a new or replacement capital item, the annual amortization (determined by Landlord) of the cost thereof, with interest thereon at an annual rate equal to two (2%) percent above the base rate (prime rate) of Bank of America, N.A. (or any other Bank having offices in Boston, Massachusetts chosen by Landlord) from time to time, shall be included in Landlord’s Operating Costs. Without limiting the generality of the foregoing, it is expressly understood and agreed that all costs and expenses allocated to the Property under the Park Covenants, as the same may be amended, restated, modified, changed, supplemented or substituted from time to time shall not be included in Operating Costs but shall be payable as provided in Section 5.3 hereof. If, during the Term of this Lease, Landlord shall incur capital expenses in connection with repairs or replacement of the roof, foundation or structure of the Building, there shall be included in Landlord’s Operating Costs for that and in each succeeding calendar year, the amount of the annual amortization (determined by Landlord) of the cost thereof, with interest thereon, at an annual rate equal to two (2%) percent above the base rate (prime rate) of the Bank of America, N.A. (or any other bank having offices in Boston, Massachusetts chosen by Landlord) from time to time in effect at the time of making such capital repairs or replacements (less insurance proceeds or other proceeds, if any, collected by Landlord by reason of damage to, or destruction of, any capital items so repaired). In replacing a capital item, Landlord shall replace such capital item for with a capital item of substantially similar quality and utility to that being replaced so long as such a replacement is deemed appropriate and prudent in light of ownership and management practices then being employed in other first class office buildings. Landlord’s Operating Costs shall not include any cost or expense covered by a warranty to the purpose extent of reducing the coverage afforded by said warranty and Landlord shall use good faith efforts to realize coverage under applicable warranties. In determining Landlord's ’s Operating Costs, if less than 95% of the costs Building shall have been occupied by tenants and fully used by them, at any time during the year, Landlord’s Operating Costs shall be extrapolated to an amount equal to the like operating expenses that would normally be expected to be incurred had such occupancy been 95% and had such full utilization been made during the entire period. “Operating Cost Escalation” shall be equal to Tenant’s Proportionate Share of the excess, if any, of: (a) Landlord’s Operating Costs for each calendar year as indicated by Landlord’s Operating Cost Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Tenant acknowledges that Landlord’s formula for sharing of Landlord’s Operating Costs stated in this Lease is based on the assumption that Landlord will be providing substantially similar services to all tenants in the Property from year to year. If this assumption is not, in fact, correct, that is, if Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Landlord’s Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof as by Landlord, Operating Costs shall be deemed, for purposes of this paragraph, to be increased by an amount equal to the additional Operating Costs which would reasonably amortized have been incurred during such period by Landlord over if it had, at its own expense, furnished such work or service to such tenant. Operating Cost Escalations shall be apportioned for any calendar year in which the useful life in years Term of this Lease commences or ends. Notwithstanding any other provision of this Section 5.1, if the term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the capital item so installed term, Tenant’s last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord’s best estimate of the items otherwise includable in accordance Landlord’s Operating Cost Statement and shall be made on or before the later of (a) thirty (30) days after Landlord delivers such estimate to Tenant, or (b) the last day of the term, with generally accepted accounting principles an appropriate payment or refund to be made within thirty ("GAAP"), consistently30) days submission of Landlord’s Operating Cost Statement.

Operating Cost Escalation. With respect to From and after the First Fiscal Base Year as same is stated on the Summary Pages, if the Operating Costs incurred for Tenant's Paying Operating Cost Escalation, or fraction thereofthe Building in which the Premises are located, and Office Building Area (including parking and landscaped and access areas), for any Fiscal Year calendar year or fraction thereafter proportionate part thereof during the Term, lease term or any renewal term shall be greater than the Base Operating Costs then Tenant shall pay to Landlord, the Landlord as additional rentrent its proportionate share of all such Operating Costs in excess of Base Operating Costs. Operating Costs shall include, Operating Cost Escalation by way of illustration and not of limitation, personal property taxes, reasonable management fees actually charged to the Owner, labor, charges for persons working at the Building for time spent working at or on the Building (as defined belowfor management services), if anyincluding all wages and salaries, on or before the thirtieth day following receipt by Tenant of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting principles, consistently applied, certified by Landlord, and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the Common Areas of the Park (including without limitation the sewer treatment plant servicing the Park); installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; premiums for insurance required to be maintained by Landlord pursuant to this Lease; compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephonesocial security taxes, and other utility charges not billed directly to tenants by taxes which may be levied against Landlord or the utilityupon such wages and salaries, but not including the supplies, repairs and maintenance, maintenance and service contracts, cost to Landlord of electricity furnished for lightingpainting, electrical facilitieswall and window washing, laundry and towel service, tools and equipment, machineryfire and other insurance, fixtures and appliances used by Tenant in Tenant's Space (other than Building heating, ventilating and air conditioning equipment) as set forth in Paragraph VII of Exhibit D; costs of building and cleaning supplies and equipment (including rental); cost of maintenanceelectrical surveys, cleaning and repairs; cost of snow plowing or trash removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with similar contracts with unaffiliated third parties); the Building's pro rata share (as hereinafter defined) of the cost of operating, maintaining and repairing the Common Areas of the Park (such as, but not limited tolawn care, snow plowingremoval, sanding, landscaping, common area and street lighting, security, management and sewer treatment plant maintenance); and all other reasonable and necessary capital expenditures on items that reduce operating expenses paid in connection with the operation, cleaning, maintenance, and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the costs thereof as reasonably amortized by Landlord over the useful life in years of the capital item so installed improvement or replacement, and other items properly constituting out of pocket operating costs according to standard accounting practices (herein collectively referred to as the "Operating Costs). Not included in accordance with generally accepted accounting principles Operating Costs, are interest, mortgage debt service, income or excess profit taxes, costs of maintaining the Landlord's corporate existence, franchise taxes, or office expenses, or salaries of the Landlord's executive officers, or fuel, utility and electric cost escalation which is covered in subsection B post. As used in this Section 35, the Base Operating Costs shall be the Operating Costs incurred during the Base Year shown on the Summary Page ("GAAP")page 2) as reasonably and fairly adjusted, consistentlyhowever, to reflect any projections that are needed to compensate for vacancies in the building during the Base Year or in any calendar year during the Term (or Extended Term)---the projection to proceed on the premises as if at least 95% of the rentable portion of the building were in fact occupied throughout the whole year.