Common use of Operating Cost Escalation Clause in Contracts

Operating Cost Escalation. 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 expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee shall pay to Lessor, as Additional Rent, Lessee’s Percentage of all such excess Operating Costs. Operating Costs shall include, by way of illustration and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security taxes, and 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 operation of the Complex or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal income tax purposes); 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 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 include in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A), the Base Period Costs for Operating Costs shall be as defined on the Reference Page.

Operating Cost Escalation. If 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, 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 Term termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to usual accounting. practices certified by Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, "Landlord's Operating Costs incurred 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 in 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 Demised Premises are locatedextent Landlord receives reimbursement from insurance proceeds or from a third party, Complex and Parcelexpenses for capital items other than those permitted for purposes of reducing Landlord's Operating Costs pursuant to the following paragraph, BUT INCLUDING, without limitation real estate taxes on the Building and 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, provided, however, that any tax refunds shall be applied to reduce Landlord's Operating Costs, premiums for insurance, compensation and all fringe benefits, workmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for any Lease Year or proportionate part thereof if with respect to all persons engaged in the Lease Term expires prior to operating, maintaining, or cleaning of the expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year)Building and Lot, then Lessee shall pay to Lessorsteam, as Additional Rentwater, Lessee’s Percentage of all such excess Operating Costs. Operating Costs shall includesewer, by way of illustration and not of limitation: personal property taxes; management fees; laborelectric, including all wages and salaries; social security taxesgas, telephone, and other taxes 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 (not to exceed five percent (5%) of collected gross rents of the Building), maintaining and repairing the Building and Lot (which payments may be levied against Lessor upon such wages to affiliates of Landlord provided the same are at reasonable rates consistent with the type of occupancy and salaries; employee benefits the services rendered), the cost of providing amenities to the Building, and payroll taxes; accounting all other reasonable and legal fees; any sales, use or service taxes incurred necessary expenses paid in connection with the operation operation, cleaning, maintenance, and repair of the Complex Building and Lot, or Parcel; supplies; repairs either, and maintenance; maintenance and service contracts; properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the cost purpose of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal income tax purposes); fire and other insurance; reducing Landlord's Operating Costs, the cost of any loss which is annual costs thereof as reasonably amortized by Landlord over the responsibility of Lessor because useful life of the existence of commercially reasonable deductibles; trash removal; lawn care; snow removal and all 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 include in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor item so installed in accordance with generally accepted accounting principles, with legal interests on the unamortized amount, shall be included in Landlord's Operating Costs. As used In case of services which are not rendered to all areas on a comparable basis or in this Subsection 25(A)case service consumption vanes among tenants in the Building, the Base Period 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 (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, Tenant 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 Costs shall be Cost Escalation) as defined on the Reference Pageherein provided.

Operating Cost Escalation. If 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 Term 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 incurred Costs," EXCLUDING the interest and amortization on mortgages for the Building in 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 Demised Premises are locatedBuilding, Complex the Lot and Parcelthe 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 any Lease Year or proportionate part thereof if with respect to all persons engaged in the Lease Term expires prior to operating, maintaining, or cleaning of the expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year)Building and Lot; steam, then Lessee shall pay to Lessorwater, as Additional Rentsewer, Lessee’s Percentage of all such excess Operating Costs. Operating Costs shall includeelectric, by way of illustration and not of limitation: personal property taxes; management fees; laborgas, including all wages and salaries; social security taxestelephone, and other taxes 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 levied against Lessor upon 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 wages as, but not limited to, snow plowing, sanding, landscaping, common area and salariesstreet lighting, security, management and sewer treatment plant maintenance); employee benefits and payroll taxes; accounting all other reasonable and legal fees; any sales, use or service taxes incurred necessary expenses paid in connection with the operation operation, cleaning, maintenance, and repair of the Complex Building and Lot, or Parcel; supplies; repairs either, and maintenance; maintenance and service contracts; properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the cost purpose of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal income tax purposes); fire and other insurance; reducing Landlord's Operating Costs, the cost of any loss which is costs thereof as reasonably amortized by Landlord over the responsibility of Lessor because useful life in years of the existence of commercially reasonable deductibles; trash removal; lawn care; snow removal and all 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 include in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor item so installed in accordance with generally accepted accounting principles. As used in this Subsection 25(Aprinciples ("GAAP"), the Base Period Costs for Operating Costs shall be as defined on the Reference Page.consistently

Operating Cost Escalation. If With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter, 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 Term 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 usual accounting practices certified by Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, Landlord's Operating Costs. 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 incurred shall exclude the interest and amortization on mortgages for the Building in which the Demised Premises are locatedand Lot or leasehold For this purpose of this Paragraph 4.2, Complex and Parcel, for any Lease Year or proportionate part thereof if the Lease Term expires prior to the expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee shall pay to Lessor, as Additional Rent, Lessee’s Percentage of all such excess Operating Costs. Landlord's Operating Costs shall include, by way of illustration and not of without limitation: personal property taxesreal estate taxes on the Building and Lot; installments and interest on assessments for public betterments or public improvements (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 If the management fees; laborfee is reduced by reason of a tenant's default in the payment of fixed or additional rent, including all wages and salaries; social security taxes, and other taxes which may be levied against Lessor upon Landlord shall reduce the Annual Estimated Operating Costs by the amount of such wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred reduction in connection with the operation management fee. In case of the Complex or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (services which are not required 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 rendered (such latter area to be capitalized for Federal income tax purposes); fire and other insurance; determined in the cost of any loss which is same manner as the responsibility of Lessor because Total Rentable Floor Area of the existence of commercially reasonable deductibles; trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the “Operating Costs”Building). Lessor shall be entitled to amortize and include in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A), the Base Period Costs for Operating Costs shall be as defined on the Reference Page.

Operating Cost Escalation. 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 expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee Tenant shall pay to LessorLandlord, as Additional Rent, Lessee’s Percentage Operating Cost Escalation (as defined below) on or before the 10th day following receipt by Tenant of all such excess Landlord's Operating CostsCost Statement (as defined below). After the end of each calendar year during the term and after Lease termination, Landlord shall render a statement ("Landlord's Operating Cost Statement") in reasonable detail and according to usual accounting practices, certified by Landlord, and showing for the preceding calendar year or fraction thereof, as the case may be, Landlord's Operating Costs (as defined below). Landlord's Operating Costs shall include, without limitation, premiums for insurance covered by way Landlord with respect to the Property; compensation and all fringe benefits, 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 or cleaning of illustration the Property below the grade of property manager; water and not sewer use charges for the Property; all utility charges 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 by Landlord or its agents) for operating, managing, cleaning, maintaining and repairing the Property, including, without limitation: personal property taxes; , management fees; labor, including all wages Building cleaning, window cleaning, pest extermination, trash removal, landscaping, snow removal and salaries; social security taxesrepair and maintenance to elevators, the HVAC, electric and plumbing systems and parking areas (which payments may be to affiliates of Landlord, provided the same are at reasonable rates), and all other taxes which may be levied against Lessor upon such wages reasonable and salaries; employee benefits necessary costs and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred expenses paid in connection with the operation cleaning, operating, managing, maintaining, replacing and repairing of the Complex Building or Parcel; supplies; 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 expense and not passed through as Operating Costs). The following capital repairs and maintenance; maintenance and service contracts; capital replacements are the cost only categories of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to capital expenditure that may be capitalized for Federal income tax purposes); 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 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 include included in Operating Costs and the same may be included on an allocable portion amortized basis only, as set forth below: (a) capital expenditures required to comply with laws enacted or requirements of laws applicable after the cost date of this Lease or (b) capital improvement items limited expenditures to those items, including life safety systems, which are reasonably calculated to reduce operating expenses repair or which are required under any governmental laws, regulations replace building systems or ordinances which were not applicable components thereof. Capital expenditures made pursuant to the Building or Complex or Parcel at the time it was constructed. All such costs preceding sentence shall be amortized over the reasonable useful life of such improvements the item in question with interest thereon at an annual rate equal to two (2%) percent over above the base rate (prime lending rate announced as such rate) of Fleet Bank of Boston (or any other Bank having offices in Boston, Massachusetts chosen by Chase Manhattan Bank Landlord) from time to its most creditworthy borrowers on the unamortized amount in accordance with such reasonable life and amortization schedules as time, shall be determined by Lessor included in accordance with generally accepted accounting principlesLandlord's Operating Costs. As used in this Subsection 25(A)Without limiting the generality of the foregoing, it is also expressly understood and agreed that (a) all costs, expenses and charges (collectively, the Base Period Costs for "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 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 or regularly wear out may be treated as an expense and shall be fully included as part of Landlord's Operating Costs without the need to amortize or depreciate the same In determining Landlord's Operating Costs, if less than 95% of the 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 defined on security costs, snow plowing, utilities to common areas and the Reference Pagelike) shall not be so extrapolated.

Operating Cost Escalation. If With respect to the First Fiscal Year for Tenant’s Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter, 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 Statement (as defined below). Within ninety (90) days after the end of each Fiscal Year ending during the Term and after Lease Term the Operating Costs incurred termination, Landlord shall render a statement (“Landlord’s Statement”) in reasonable detail and according to usual accounting practices certified by Landlord and showing for the Building in which the Demised Premises are located, Complex and Parcel, for any Lease preceding Fiscal Year or proportionate part thereof if fraction thereof, as the Lease Term expires prior to the expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base case may be, Landlord’s Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Yearas defined herein), then Lessee shall pay to Lessor, as Additional Rent, Lessee’s Percentage of all such excess Operating Costs. Landlord Operating Costs shall includemean the commercially reasonable costs incurred by Landlord in operating, by way cleaning, maintaining, managing, and repairing the Building and the Lot, EXCLUDING the principal, interest and amortization on mortgages for the Building, and Lot or leasehold interests therein, depreciation; improvements made to the Building, the Lot or the Park that do not lower operating costs; and the cost of illustration and not of special services rendered to tenants (including Tenant) for which a special charge is made; BUT INCLUDING, without limitation: personal property taxesreal estate taxes on the Building and Lot; management feesinstallments on assessments for public betterments or public improvements but only to the extent required to be paid in such Fiscal Year; laborreasonable 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; reasonable compensation and all reasonable fringe benefits for full-time employees at the Building, including workmen’s compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all wages persons engaged in the operating, maintaining, or cleaning of the Building and salariesLot; social security taxeswater, sewer, gas, telephone and the electricity to operate the base building heating, ventilating, air conditioning systems, elevators and parking lot lighting, and other taxes utility charges not billed directly to tenants by Landlord or the utility companies (the cost for the electricity consumed by the tenant for interior lighting, plugs, equipment, supplemental air conditioning and fixtures in shall be billed monthly to Tenant by Landlord as set forth in Paragraph 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 levied against Lessor upon to affiliates of Landlord provided the same are at reasonable rates consistent with the type of occupancy and the services rendered); the Building’s pro rata share (i.e. approximately 39.45% as hereinafter provided) of the cost of operating, maintaining, managing, and repairing the common areas and facilities of the Park (such wages as, but not limited to, snow plowing, sanding, sand removal, lot sweeping, landscaping, common area and salaries; employee benefits street lighting, and payroll taxes; accounting management): and legal fees; any sales, use or service taxes incurred all other reasonable and necessary expenses paid in connection with the operation operation, cleaning, maintenance, management, and repair of the Complex Building (including the cafeterial [subject to the limitations hereinafter provided] and fitness center located therein) and Lot, or Parcel; supplies; either, and properly chargeable against income. If Landlord (i) installs a new or replacement capital item for the purposes of (i) reducing Landlord’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 maintenance; maintenance and service contracts; after the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment Commencement Date, or (iii) or is required pursuant to Section 5.1.3 to perform capital repairs or replacements which are not required chargeable to be capitalized for Federal income tax purposes); 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 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 include in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable Tenant to the Building or Complex or Parcel at extent provided by the time it was constructed. All such provisions of this Section, the costs shall be thereof as reasonably amortized by Landlord over the reasonable their useful 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles, with legal interest (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. As used 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 this Subsection 25(A), the Base Period Costs for Landlord’s Operating Costs shall be as defined 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 Reference Page.following:

Operating Cost Escalation. If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex and Parcel, Real Property for any Lease Year or proportionate part thereof if the Lease Term expires prior to the expiration of a Partial Lease Year (herein during the “Comparison Period”) shall Term will be greater than the Base Operating Costs (adjusted reduced proportionately if to correspond to the Comparison Period is duration of periods less than a Lease Year), then Lessee shall Tenant will pay to LessorLandlord, as Additional Rent, LesseeTenant’s Percentage of all such excess Operating Costs. Operating Costs shall will include, by way of illustration and not of limitation: personal property taxes; management feesfees comparable to that of similar first class office buildings in the area; labor, including all wages and salaries; social security taxes, and other taxes which may be levied against Lessor Landlord 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 operation of the Complex or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal federal income tax purposes); 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 other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the “Operating Costs”” in this Lease). Lessor shall ; but not including broker fees or commissions; legal fees incurred in the preparation or enforcement of leases; costs for leasehold improvements; legal fees for the negotiation and preparation of mortgages or other financings; costs to correct, and fines and penalties in connection with, violations of Legal Requirements; any amounts reimbursed by tenants or insurance; 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 entitled to amortize and include in capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs an allocable portion at the Real Property (and then only the amount of the cost of capital improvement items limited to any such reduction may be included in any given year), or those items, including life safety systems, which under generally applied real estate practice are reasonably calculated to reduce operating expensed or regarded as deferred expenses or which are required under any governmental lawsLegal Requirement enacted after the date hereof, regulations or ordinances in which were not applicable event the costs thereof shall be included such costs (together with an interest factor equal to the Building greater of 13% or Complex or Parcel 3 percentage points in excess of the prime rate established by JPMorgan Chase Bank, at the time it was constructed. All such costs of expenditure) shall be amortized over the reasonable 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 Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and 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 costs and expenses will not be included in accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A), the Base Period Costs for Operating Costs shall be as defined on the Reference PageCosts.

Operating Cost Escalation. 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 expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee The TENANT shall pay to Lessorthe LANDLORD as additional rent hereunder in accordance with subparagraph B of this Article, as Additional Rent, Lessee’s Percentage 25 .16 percent of all such excess Operating Costsany increase in operating expenses over those incurred during the calendar year 2013. Operating Costs shall 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, by way but are not limited to: (i) all costs of illustration and not of limitation: personal property taxes; management fees; laborfurnishing electricity, including all wages and salaries; social security taxesheat, air-conditioning, and other taxes which may be levied against Lessor upon such wages utility services and salaries; employee benefits 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 payroll taxes; accounting and legal fees; any salesjanitorial services, use or service taxes incurred in connection with (iv) all costs of maintaining the building including the operation and repair of the Complex or Parcel; supplies; heating and air-conditioning equipment and any other common building equipment, non­capital roof repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal income tax purposes); 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 other items properly constituting direct operating repairs, improvements and replacements required by law or necessary to keep the building in a well maintained condition, (v) all costs according 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 standard accounting practices (hereinafter collectively referred to as the “Operating Costs”)ownership, operation, maintenance and management of the building by LANDLORD. Lessor This increase shall be entitled prorated should this lease be in effect with respect to amortize and include in Operating Costs an allocable only a portion of any calendar year. During each year of the cost term of capital improvement items limited this lease TENANT shall make monthly estimated payments to those itemsLANDLORD, including life safety systemsas additional rent, which are reasonably calculated to reduce for TENANT's share of such increases in real estate taxes and operating expenses or which are required under any governmental lawsfor the then current year. Said estimated monthly payments shall be made along with base rent payments and shall be equal to one twelfth (1/12) of TENANT's annualized share of LANDLORD's projected increases for the current year. After the end of each calendar year, regulations or ordinances which were not applicable LANDLORD shall 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 (30) days after such delivery, pay the TENANT's share to the Building or Complex or Parcel at LANDLORD, as additional rent, less any estimated payments. If the time it was constructed. All such costs estimated payments exceed TENANT's share, then the excess shall be amortized over applied to the 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A), the Base Period Costs next year's monthly payments for Operating Costs shall be as defined on the Reference Pageestimated increases.

Operating Cost Escalation. If With respect to the First Fiscal Year for Tenant’s Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter, 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 Statement (as defined below). Within ninety (90) days after the end of each Fiscal Year ending during the Term and after Lease Term the Operating Costs incurred termination, Landlord shall render a statement (“Landlord’s Statement”) in reasonable detail and according to usual accounting practices certified by Landlord and showing for the Building in which the Demised Premises are located, Complex and Parcel, for any Lease preceding Fiscal Year or proportionate part thereof if fraction thereof, as the Lease Term expires prior to the expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base case may be, Landlord’s Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Yearas defined herein), then Lessee shall pay to Lessor, as Additional Rent, Lessee’s Percentage of all such excess Operating Costs. Landlord Operating Costs shall includemean the commercially reasonable costs incurred by Landlord in operating, by way cleaning, maintaining, managing, and repairing the Building and the Lot, EXCLUDING the principal, interest and amortization on mortgages for the Building, and Lot or leasehold interests therein, depreciation; improvements made to the Building, the Lot or the Park that do not lower operating costs; and the cost of illustration and not of special services rendered to tenants (including Tenant) for which a special charge is made; BUT INCLUDING, without limitation: personal property taxesreal estate taxes on the Building and Lot; management feesinstallments on assessments for public betterments or public 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; laborreasonable premiums for insurance; reasonable compensation and all reasonable fringe benefits for full- time employees at the Building, including workmen’s compensation, insurance premiums and payroll taxes paid by Landlord to/for or with respect to all wages persons engaged in the operating, maintaining, managing or cleaning of the Building and salaries; social security taxesLot, water, sewer, gas, telephone and the electricity to operate the base building heating, ventilating, air conditioning systems, elevators and parking lot lighting, and other taxes utility charges not billed directly to tenants by Landlord or the utility companies (the cost for the electricity consumed by the tenant for interior lighting, plugs, equipment, supplemental air conditioning and fixtures in shall be billed monthly to Tenant by Landlord as set forth in Paragraph 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 levied against Lessor upon such wages to affiliates of Landlord provided the same are at reasonable rates consistent with the type of occupancy and salariesthe services rendered); employee benefits the Building’s pro rata share (i.e. approximately 39.45% as hereinafter provided) of the Park-related costs (as defined below, including, but not limited to, snow plowing, sanding, sand removal, lot sweeping, landscaping, and payroll taxescommon area and street lighting); accounting and legal fees; any sales, use or service taxes incurred all other reasonable and necessary expenses paid in connection with the operation operation, cleaning, maintenance, management, and repair of the Complex Building (including the cafeteria and fitness center located therein) and Lot, or Parcel; supplies; repairs either, and maintenance; maintenance and service contracts; properly chargeable against income. If Landlord (i) installs a new or replacement capital item for the cost purposes of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not i) reducing Landlord’s Operating Costs, or (ii) is required to be capitalized for Federal income tax purposes); fire perform capital repairs or replacements or to install capital items in order to comply with changes in applicable law from and other insurance; after the cost of any loss which is Commencement Date, the responsibility of Lessor because of the existence of commercially reasonable deductibles; trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to thereof as the “Operating Costs”). Lessor shall be entitled to amortize and include in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including reasonably amortized by Landlord over their useful life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles, with legal interest (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. As used 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 this Subsection 25(A), the Base Period Costs for 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 defined 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 Reference Page.following:

Operating Cost Escalation. If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex located and Parcel, Office Building Area for any Lease Year or proportionate part thereof if Partial Lease Year during the Lease Term expires prior to the expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is for periods less than a Lease Year), then Lessee shall pay to Lessor, as Additional Rent, Lessee’s Percentage of all such excess Operating Costs. “Operating Costs Costs” shall includeinclude costs incurred for the Building in which the Premises are located, the Office Building Area and the Complex for, by way of illustration and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security taxes, and 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 operation Building’s Percentage of the Complex or ParcelExpenses (as defined below); supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal income tax purposesin accordance with generally accepted accounting principles (“GAAP”); 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 other items properly constituting direct operating costs according to standard accounting practices GAAP (hereinafter collectively referred to as the “Operating Costs”). Lessor shall , but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining the Lessor’s corporate existence; franchise taxes; any expenditures required to be entitled capitalized pursuant to amortize and include in GAAP, unless said expenditures are for the purpose of reducing Operating Costs an allocable portion within the Building and Office Building Area (but only to the extent such costs are amortized in accordance with GAAP over the useful life of the cost of capital improvement items limited to those itemssuch item), including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental lawsor quasi-governmental law, regulations statute, ordinance, rule, order, requirements or ordinances regulation, in which were not applicable event the costs thereof shall be included. Notwithstanding anything contained herein to the Building contrary, any additional costs incurred by Lessor during the 2007 Calendar Year by reason of Lessor or Complex any of its vendors entering into new labor contracts or Parcel at the time it was constructedrenewals or modifications of existing labor contracts shall not be included in Base Operating Costs. All such In addition, Lessee shall pay Lessor Lessee’s Percentage of all costs shall be amortized over the 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 accordance with such reasonable life and amortization schedules as shall be determined expenses incurred by Lessor in accordance connection with generally accepted accounting principlescomplying with any “homeland security” requirements under applicable law, and such costs and expenses shall not be included in Operating Costs. As used in this Subsection 25(A), the The Base Period Costs for Operating Costs shall as be as defined on in the Reference PagePreamble.

Operating Cost Escalation. If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex and Parcel, Real Property for any Lease Year or proportionate part thereof if the Lease Term expires prior to the expiration of a Partial Lease Year (herein during the “Comparison Period”) shall Term will be greater than the Base Operating Costs (adjusted reduced proportionately if to correspond to the Comparison Period is duration of periods less than a Lease Year), then Lessee shall Tenant will pay to LessorLandlord, as Additional Rent, LesseeTenant’s Percentage of all such excess Operating Costs. Operating Costs shall will include, by way of illustration and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security taxes, and other taxes which may be levied against Lessor Landlord 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 operation of the Complex or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal federal income tax purposes); 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 removal; fire casualty, property damage, liability and other insurance costs, together with any deductibles, incurred by Landlord in connection with its operation of the Building and the Real Property and all other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the “Operating Costs”” in this Lease). Lessor shall ; 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 entitled to amortize and include in capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs an allocable portion of at the cost of capital improvement items limited to Real Property, or those items, including life safety systems, which under generally applied real estate practice are reasonably calculated to reduce operating expensed or regarded as deferred expenses or which are required under any governmental lawsLegal Requirement, regulations or ordinances in which were not applicable event the costs thereof shall be included. Notwithstanding anything contained herein to the Building contrary, any additional costs incurred by Landlord during the Calendar Year by reason of Landlord or Complex any of its vendors entering into new labor contracts or Parcel at the time it was constructedrenewals or modifications of existing labor contracts will not be included in Base Operating Costs. All In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and such costs shall and expenses will not be amortized over the 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 included in accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A), the Base Period Costs for Operating Costs shall be as defined on the Reference PageCosts.

Operating Cost Escalation. 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 expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee Tenant shall pay to LessorLandlord, as Additional Rent, LesseeOperating Cost Escalation (as defined below) on or before the 30th day following receipt by Tenant of Landlord’s Percentage Operating Cost Statement (as defined below). After the end of all such excess each calendar year during the term and after Lease termination, Landlord shall render a statement (“Landlord’s Operating Costs. Cost Statement”) in reasonable detail and according to usual accounting practices, certified by Landlord, and showing for the preceding calendar year or fraction thereof, as the case may be, Landlord’s Operating Costs (as defined below), Landlord’s Operating Costs shall include, without limitation, premiums for insurance covered by way Landlord with respect to the Property; compensation and all fringe benefits, 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 or cleaning of illustration the Property (if such persons are engaged with respect to more than one property, such costs shall be appropriately allocated among the Property and such other properties); water and sewer use charges for the Property; all utility charges not of billed directly to tenants by Landlord or the utility; payments to contractors and management companies under service or management contracts (or other costs incurred directly by Landlord or its agents) for operating, managing, cleaning, maintaining and repairing the Property, including, without limitation: personal property taxes; , management fees; labor, including all wages Building cleaning, window cleaning, pest extermination, trash removal, landscaping, snow removal and salaries; social security taxesrepair and maintenance to elevators, the HVAC, electric and plumbing systems and parking areas (which payments may be to affiliates of Landlord, provided the same are at reasonable rates), and all other taxes which may be levied against Lessor upon such wages reasonable and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred necessary expenses paid in connection with the operation cleaning, operating, managing, maintaining, replacing or repairing of the Complex Building or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal income tax purposes); 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 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 include in Operating Costs an allocable portion or component thereof and/or any portion of the Property including, without limitation, the operation or maintenance of a cafeteria/food service operation in the Building; it being agreed that if Landlord shall install a new or replacement capital item, the annual amortization (determined by Landlord) of the cost of capital improvement items limited to those itemsthereof, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements with interest thereon at an annual rate equal to two (2%) percent over above the base rate (prime lending 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 announced 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 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 Chase Manhattan Bank a warranty to its most creditworthy borrowers on the unamortized amount in accordance with such reasonable life extent of the coverage afforded by said warranty and amortization schedules as Landlord shall be determined use good faith efforts to realize coverage under applicable warranties. In determining Landlord’s Operating Costs, if less than 95% of the Building shall have been occupied by Lessor in accordance with generally accepted accounting principles. As tenants and fully used in this Subsection 25(A)by them, at any time during the Base Period Costs for year, Landlord’s Operating Costs shall be as defined on extrapolated to an amount equal to the Reference Page.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:

Operating Cost Escalation. If during the Lease Term the 4.2.1 Definition of Landlord's 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 expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee shall pay to Lessor, as Additional Rent, Lessee’s Percentage of all such excess - "Landlord's ---------------------------------------- Operating Costs. Operating Costs " shall include, by way of illustration and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security taxes, and 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 exclude costs incurred in connection with the operation original construction of the Complex or Parcel; supplies; repairs Building, interest and maintenance; maintenance amortization on mortgages for the Building and service contracts; Lot, the cost of security special services rendered to tenants (including Tenant) for which a special charge is made, any 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 alarm servicesall interest and penalties incurred as a result of Landlord's failure to pay any xxxx or charge as it shall become due (unless the xxxx or charge was contested by Landlord), but shall include, without limitation: real ----------------- estate taxes on the Building and Lot; license permits installments and inspection feesinterest on assessments for public betterments or public improvements; paintingreasonable expenses of any proceedings for abatement of taxes and assessments with respect to any fiscal year or fraction of a fiscal year; wall premiums for insurance; compensation and window washingall fringe benefits, worker'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; laundry steam, water, sewer, electric, gas, telephone, and towel serviceother utility charges for the Building and Lot not billed directly to tenants by Landlord or the utility; tools reasonable costs of building and cleaning supplies and equipment (which are not required to be capitalized for Federal income tax purposesincluding rental); fire 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 the 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; the reasonable cost of operating, maintaining and repairing the common areas and facilities of the Building (such as, but not limited to, snow plowing, landscaping, common area and street lighting, repaving parking areas, security and 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 insurancecommon area improvements on the Project Tract which do not exclusively serve a particular Building; 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 other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as reasonable and necessary expenses paid in connection with the “Operating Costs”). Lessor shall be entitled to amortize operation, cleaning, maintenance and include in Operating Costs an allocable portion repair of the cost of capital improvement items limited to those itemsBuilding and Lot, including life safety systemsor either, which are customarily passed through to tenants in the Raleigh, NC market for Class A office space and properly chargeable against income 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 cost thereof as reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the by Landlord with 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor included in accordance with generally accepted accounting principlesLandlord's Operating Costs. As used in this Subsection 25(A)In the event the average occupancy level of the Building for the applicable calendar year was not ninety-five (95%) or more of full occupancy, then the Base Period Landlord's Operating Costs for Operating Costs such year shall be as defined on adjusted and apportioned among the Reference Pagetenants 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. 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 expiration of a Lease Year (herein the “"Comparison Period”") shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee shall pay to Lessor, as Additional Rent, Lessee’s 's Percentage of all such excess Operating Costs. Operating Costs shall include, by way of illustration and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security taxes, and 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 operation of the Complex or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal income tax purposes); 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 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 include in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A), the Base Period Costs for Operating Costs shall be as defined on the Reference Page.

Operating Cost Escalation. If With respect to the First Fiscal Year for Tenant’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 Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease Term termination, Landlord shall render a statement (“Landlord’s Statement”) in reasonable detail and according to Generally 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 Operating Costs incurred 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) versus tenants in which general, BUT INCLUDING, without limitation: real estate taxes on the Demised Premises are locatedBuilding, Complex the Lot and Parcelthe Common Areas of the Park, installments and interest on assessments for public betterments or public improvements, 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 any Lease Year or proportionate part thereof if with respect to all persons engaged in the Lease Term expires prior operating, maintaining, or cleaning of the Building and Lot; water, sewer, gas, telephone and the electricity to operate the expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year)base building heating, then Lessee shall pay to Lessorventilating, as Additional Rentair conditioning systems, Lessee’s Percentage of all such excess Operating Costs. Operating Costs shall include, by way of illustration elevators and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security taxesparking lot lighting, and other taxes utility charges not billed directly to tenants by Landlord or the utility companies (the cost for the electricity consumed by the tenant for interior lighting, plugs, equipment, supplemental air conditioning and fixtures shall be billed monthly to Tenant by Landlord as set forth in Paragraph 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 levied against Lessor upon 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 of the cost of operating, managing, maintaining and repairing the Common Areas of the Park (such wages as, but not limited to, snow plowing, sanding, sand removal, lot sweeping, landscaping, common area and salariesstreet lighting, and management); employee benefits and payroll taxes; accounting all other reasonable and legal fees; any sales, use or service taxes incurred necessary expenses paid in connection with the operation operation, cleaning, maintenance, management and repair of the Complex Building and Lot, or Parcel; supplies; repairs either, and maintenance; maintenance and service contracts; properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the cost purpose of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal income tax purposes); 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 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 include in reducing Landlord’s Operating Costs (including without limitation the replacement of an allocable portion of the cost of capital improvement items limited to those unrepairable items, including life safety systems, which are reasonably calculated to reduce operating expenses ) or which are as required under any by governmental regulation or laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be thereof as reasonably amortized over the reasonable useful life in years of such improvements the capital item so installed in accordance with GAAP, consistently applied, with legal interest at (not to exceed the Prime Rate published in the Wall Street Journal plus two percent (2%) percent over the prime lending rate announced as such by Chase Manhattan Bank to its most creditworthy borrowers on the unamortized amount in accordance with such reasonable life and amortization schedules as amounts, shall be determined by Lessor included in accordance with generally accepted accounting principlesLandlord’s Operating Costs. As used Landlord agrees that all of such services to be included in this Subsection 25(A), the Base Period Costs for Landlord’s Operating Costs shall be as defined 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 Reference Page.following:

Operating Cost Escalation. 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 expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee Tenant shall pay to LessorLandlord, as Additional Rent, Lessee’s Percentage Operating Cost Escalation (as defined below) on or before the 30th day following receipt by Tenant of all such excess Landlord's Operating CostsCost Statement (as defined below). After the end of each calendar year during the term and after Lease termination, Landlord shall render a statement ("Landlord's Operating Cost Statement") in reasonable detail and according to usual accounting practices, certified by Landlord, and showing for the preceding calendar year or fraction thereof, as the case may be, Landlord's Operating Costs (as defined below), Landlord's Operating Costs shall include, without limitation, premiums for insurance covered by way Landlord with respect to the Property; compensation and all fringe benefits, 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 or cleaning of illustration the Property (If such persons are engaged with respect to more than one property, such costs shall be appropriately allocated among the Property and such other properties); water and sewer use charges for the Property; all utility charges not of billed directly to tenants by Landlord or the utility; payments to contractors and management companies under service or management contracts (or other costs incurred directly by Landlord or its agents) for operating, managing, cleaning, maintaining and repairing the Property, including, without limitation: personal property taxes; , management fees; labor, including all wages Building cleaning, window cleaning, pest extermination, trash removal, landscaping, snow removal and salaries; social security taxesrepair and maintenance to elevators, the HVAC, electric and plumbing systems and parking areas (which payments may be to affiliates of Landlord, provided the same are at reasonable rates), and all other taxes which may be levied against Lessor upon such wages reasonable and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred necessary expenses paid in connection with the operation cleaning, operating, managing, maintaining, replacing or repairing of the Complex Building or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal income tax purposes); 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 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 include in Operating Costs an allocable portion or component thereof and/or any portion of the Property including, without limitation, the operation or maintenance of a cafeteria/food service operation in the Building; it being agreed that if Landlord shall install a new or replacement capital item, the annual amortization (determined by Landlord) of the cost of capital improvement items limited to those itemsthereof, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements with interest thereon at an annual rate equal to two (2%) percent over above the base rate (prime lending 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 announced 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 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 Chase Manhattan Bank a warranty to its most creditworthy borrowers on the unamortized amount in accordance with such reasonable life extent of the coverage afforded by said warranty and amortization schedules as Landlord shall be determined use good faith efforts to realize coverage under applicable warranties. In determining Landlord's Operating Costs, if less than 95% of the Building shall have been occupied by Lessor in accordance with generally accepted accounting principles. As tenants and fully used in this Subsection 25(A)by them, at any time during the Base Period Costs for year, Landlord's Operating Costs shall be as defined on extrapolated to an amount equal to the Reference Pagelike 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. If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex and ParcelOffice Building Area, for any Lease Year calendar year or proportionate part thereof if during the Lease Term expires prior to the expiration of a Lease Year (herein the “Comparison Period”) term, shall be greater than the Base Operating Costs costs (adjusted proportionately if the Comparison Period is for periods less than a Lease Yearlease year), then Lessee shall pay to Lessor, Lessor as Additional Rent, Lessee’s Percentage additional rent its proportionate share of all such excess Operating Costs. Operating Costs shall include, by way of illustration and not of limitation: personal property taxes; , 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 such wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection with the operation salaries (except salaries for partners of the Complex or Parcel; Landlord and/or management personnel of the Landlord), supplies; , repairs and maintenance; , maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; , painting; , wall and window washing; , laundry and towel service; , tools and equipment (which are not required to be capitalized for Federal federal income tax purposes); , fire and other insurance; the cost of any loss which is the responsibility of Lessor because insurance (except for health, accident and group life insurance for partners of the existence Landlord and/or management personnel of commercially reasonable deductibles; the Landlord), trash removal; , lawn care; , snow removal removal, and all other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the “"Operating Costs”"). Lessor shall , but not including depreciation of Building or equipment, interest, and 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 entitled to amortize and include in Operating Costs an allocable portion capitalized for federal income tax purposes or office expenses, manager fees or salaries of the cost of capital improvement items limited to those itemsLessor's executive officers, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable providing that the good and services provided by the Landlord to the Building building are of comparable costs to other suppliers, and that the repairs to and the physical maintenance of the premises shall not include any capital improvements or Complex or Parcel at replacement of the time it was constructed. All such costs shall be amortized over the 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 accordance with such reasonable life plant, parking lot, utility and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principlesair conditioning systems. As used in this Subsection 25(A)Paragraph 34 "A", the Base Period Costs for Operating Costs shall be the Operating Costs incurred during the first (1st) twelve (12) months of Lessee's occupancy, projected as defined on the Reference Pagethough said building was fully occupied, if same is not fully occupied during said first (1st) twelve (12) months of Lessee's occupancy. NOTWITHSTANDING THE FOREGOING, OPERATING 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. If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex located and Parcel, Office Building Area for any Lease Year or proportionate part thereof if the Lease Term expires prior to the expiration of a Lease Year (herein the “"Comparison Period”") shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee Tenant shall pay to LessorLandlord as Additional Rent Tenant's Percentage, as Additional Renthereinafter defined, Lessee’s Percentage of all such excess Operating Costs. Operating Costs shall include, by way of illustration and not of limitation: electric, gas, including fuel surcharges or adjustments with respect thereto, water sewer, and other utilities and heating, ventilating and air conditioning costs for the Building to include all leased and leasable areas (not separately billed or separately metered within the Building) and Common Facilities electricity, lighting, water, sewer and other utilities for the Building and Office Building Area (herein "Utility and Energy Costs"); personal property taxes; management fees; labor, including all wages and salaries; social security taxes, and other taxes which may be levied against Lessor Landlord 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 operation of the Complex or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal federal income tax purposes); fire fire, rent liability 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 removal; sums levied, assessed, imposed or required to be paid to any governmental authority on account of the parking of motor vehicles, including all sums required to be paid pursuant to transportation controls imposed by the Environmental Protection Agency under the Clean Air Act of 1970, or otherwise required to be paid by any governmental authority with respect to the parking, use, or transportation of motor vehicles, or reduction or control of motor vehicle traffic, or motor vehicle pollution; and all other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the “"Operating Costs”"). Lessor shall , but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining Landlord's corporate existence; franchise taxes; and expenditures required to be entitled to amortize and include in capitalized for federal income tax purposes, unless aid expenditures are for the purpose of reducing Operating Costs an allocable portion of within the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses Building and Office Building Area or which are required under any governmental lawslaw, regulations ordinance or ordinances regulation, in which were not applicable to event the Building or Complex or Parcel at the time it was constructed. All such costs thereof shall be amortized over the 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principlesincluded. As used in this Subsection 25(A22(A), the Base Period Costs for Operating Costs shall be as defined on in the Reference PagePreamble.

Operating Cost Escalation. If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex and Parcel, Real Property for any Lease Year or proportionate part thereof if the Lease Term expires prior to the expiration of a Partial Lease Year (herein during the “Comparison Period”) shall Term will be greater than the Base Operating Costs (adjusted reduced proportionately if to correspond to the Comparison Period is duration of periods less than a Lease Year), then Lessee shall Tenant will pay to LessorLandlord, as Additional Rent, LesseeTenant’s Percentage of all such excess Operating Costs. Operating Costs shall will include, by way of illustration and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security taxes, and other taxes which may be levied against Lessor Landlord 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 operation of the Complex or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal federal income tax purposes); 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 other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the “Operating Costs”” in this Lease). Lessor shall ; 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 entitled to amortize and include in capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs an allocable portion of at the cost of capital improvement items limited to Real Property, or those items, including life safety systems, which under generally applied real estate practice are reasonably calculated to reduce operating expensed or regarded as deferred expenses or which are required under any governmental lawsLegal Requirement, regulations or ordinances in which were not applicable event the costs thereof shall be included. Notwithstanding anything contained herein to the Building contrary, any additional costs incurred by Landlord during the Calendar Year by reason of Landlord or Complex any of its vendors entering into new labor contracts or Parcel at the time it was constructedrenewals or modifications of existing labor contracts will not be included in Base Operating Costs. All In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and such costs shall and expenses will not be amortized over the 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 included in accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A), the Base Period Costs for Operating Costs shall be as defined on the Reference PageCosts.

Operating Cost Escalation. If during From and after the Lease Term Base Year as same is stated on the Summary Pages, if the Operating Costs incurred for the Building in which the Demised Premises are located, Complex and ParcelOffice Building Area (including parking and landscaped and access areas), for any Lease Year calendar year or proportionate part thereof if during the Lease Term expires prior to the expiration of a Lease Year (herein the “Comparison Period”) lease term or any renewal term shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee Tenant shall pay to Lessor, the Landlord as Additional Rent, Lessee’s Percentage additional rent its proportionate share of all such Operating Costs in excess of Base Operating Costs. Operating Costs shall include, by way of illustration and not of limitation: , personal property taxes; , reasonable management fees; fees actually charged to the Owner, labor, charges for persons working at the Building for time spent working at or on the Building (for management services), including all wages and salaries; , social security taxes, and other taxes which may be levied against Lessor Landlord 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 operation of the Complex or Parcel; supplies; , repairs and maintenance; , maintenance and service contracts; the , cost of security and alarm services; license permits and inspection fees; painting; , wall and window washing; , laundry and towel service; , tools and equipment (which are not required to be capitalized for Federal income tax purposes); equipment, fire and other insurance; the , cost of any loss which is electrical surveys, trash removal, lawn care, snow removal, capital expenditures on items that reduce operating expenses amortized over the responsibility of Lessor because useful life of the existence of commercially reasonable deductibles; trash removal; lawn care; snow removal capital improvement or replacement, and all other items properly constituting direct out of pocket operating costs according to standard accounting practices (hereinafter herein collectively referred to as the “"Operating Costs”). Lessor shall be entitled to amortize and include Not included in Operating Costs an allocable portion 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 of capital improvement items limited to those items, including life safety systems, escalation which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the 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 is covered in accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principlessubsection B post. As used in this Subsection 25(A)Section 35, the Base Period Costs for Operating Costs shall be as defined the Operating Costs incurred during the Base Year shown on the Reference PageSummary Page (page 2) as reasonably and fairly adjusted, however, 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.

Operating Cost Escalation. If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex and Parcel, Real Property for any Lease Year or proportionate part thereof if the Lease Term expires prior to the expiration of a Partial Lease Year (herein during the “Comparison Period”) shall Term will be greater than the Base Operating Costs (adjusted reduced proportionately if to correspond to the Comparison Period is duration of periods less than a Lease Year), then Lessee shall Tenant will pay to LessorLandlord, as Additional Rent, LesseeTenant’s Percentage of all such excess Operating Costs. Operating Costs shall will include, by way of illustration and not of limitation: personal property taxes; management feesfees for the Building only; labor, including all wages and salariessalaries for those employees working at the Building (to the extent that employees work at the Building and other building(s) owned or managed by Landlord or an affiliate of Landlord, such wages and salaries shall be reasonably allocated by Landlord among such buildings); social security taxes, and other taxes which may be levied against Lessor Landlord 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 operation of the Complex or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal federal income tax purposes); 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 other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the “Operating Costs”” in this Lease). Lessor shall ; 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 entitled to amortize and include in capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs an allocable portion of at the cost of capital improvement items limited to Real Property, or those items, including life safety systems, which under generally applied real estate practice are reasonably calculated to reduce operating expensed or regarded as deferred expenses or which are required under any governmental lawsLegal Requirement, regulations or ordinances in which were not applicable event the costs thereof shall be included. Notwithstanding anything contained herein to the Building contrary, any additional costs incurred by Landlord during the Calendar Year by reason of Landlord or Complex any of its vendors entering into new labor contracts or Parcel at the time it was constructedrenewals or modifications of existing labor contracts will not be included in Base Operating Costs. All In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and such costs shall and expenses will not be amortized over included in Operating Costs. If any repair, replacement or improvement within the reasonable life definition 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with Operating Costs is capitalized under generally accepted accounting principles. As used , then (A) the cost of any such repair, replacement or improvement shall only be included in this Subsection 25(A), the Base Period Costs for Operating Costs if such repair, replacement or improvement (i) is necessary to comply with any governmental or quasi-governmental law, statute, ordinance, rule, order, requirements or regulation, which is enacted or promulgated after the date hereof, (ii) is reasonably intended to reduce Operating Costs or (iii) constitutes a replacement which in Lessor’s reasonable judgment is economically prudent to make in lieu of repairs, (B) the cost thereof shall be as defined amortized on a straight line basis over the Reference Pagelesser of ten (10) years or the useful life of such repair, (C) the amount so amortized attributable to such repair, replacement or improvement shall be included in Operating Costs in each Lease Year for such portion of the amortization period which occurs during the Term, provided, however, that all amounts thereof included in 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 (2) percentage points in excess of the prime rate charged by XX Xxxxxx Xxxxx Bank, or its successor, at the time of expenditure.

Operating Cost Escalation. If during From and after the Lease Term Base Year as same is stated on the Summary Pages, if the Operating Costs incurred for the Building in which the Demised Premises are located, Complex and ParcelOffice Building Area (including parking and landscaped and access areas), for any Lease Year calendar year or proportionate part thereof if during the Lease Term expires prior to the expiration of a Lease Year (herein the “Comparison Period”) lease term or any renewal term shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee Tenant shall pay to Lessor, the Landlord as Additional Rent, Lessee’s Percentage additional rent its proportionate share of all such Operating Costs in excess of Base Operating Costs. Operating Costs shall include, by way of illustration and not of limitation: , personal property taxes; , reasonable management fees; fees actually charged to the Owner, labor, charges for persons working at the Building for time spent working at or on the Building (for management services), including all wages and salaries; , social security taxes, and other taxes which may be levied against Lessor Landlord 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 operation of the Complex or Parcel; supplies; , repairs and maintenance; , maintenance and service contracts; the , cost of security and alarm services; license permits and inspection fees; painting; , wall and window washing; , laundry and towel service; , tools and equipment (which are not required to be capitalized for Federal income tax purposes); equipment, fire and other insurance; the , cost of any loss which is electrical surveys, trash removal, lawn care, snow removal, capital expenditures on items that reduce operating expenses amortized over the responsibility of Lessor because useful life of the existence of commercially reasonable deductibles; trash removal; lawn care; snow removal capital improvement or replacement, and all other items properly constituting direct out of pocket operating costs according to standard accounting practices (hereinafter herein collectively referred to as the “"Operating Costs”). Lessor shall be entitled to amortize and include Not included in Operating Costs an allocable portion 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 of capital improvement items limited to those items, including life safety systems, escalation which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the 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 is covered in accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principlessubsection B post. As used in this Subsection 25(A)Section 35, the Base Period Costs for Operating Costs shall be as defined the Operating Costs incurred during the Base Year shown on the Reference PageSummary Page (page 2) as reasonably and fairly adjusted, however, 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.

Operating Cost Escalation. If during With respect to the Lease Term the First Fiscal Year for Tenant’s Paying Operating Costs incurred for the Building in which the Demised Premises are locatedCost Escalation, Complex or fraction thereof, and Parcel, for any Lease Fiscal Year or proportionate part thereof if the Lease Term expires prior to the expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year)fraction thereafter, then Lessee Tenant shall pay to LessorLandlord, as Additional Rentadditional rent, LesseeTenant’s Percentage share of all such excess the 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 usual accounting practices certified by Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, Landlord’s Operating Costs. Operating Costs shall include, by way EXCLUDING the principal, interest and amortization on mortgages for the Building, and Lot or leasehold interests therein, depreciation, improvements made to the Building, the Lot or the Park that do not lower operating costs, and the cost of illustration and not of special services rendered to tenants (including Tenant) for which a special charge is made, BUT INCLUDING, without limitation: personal property taxesreal estate taxes on the Building and Lot; management feesinstallments and reasonable interest on assessments for public betterments or public improvements; laborexpenses 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; reasonable compensation and all fringe benefits for fully time employees at the Building, including workmen’s compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all wages persons engaged in the operating, maintaining, or cleaning of the Building and salariesLot; social security taxeswater, sewer, gas, telephone and the electricity to operate the base building heating, ventilating, air conditioning systems, elevators and parking lot lighting, and other taxes utility charges not billed directly to tenants by Landlord or the utility companies (the cost for the electricity consumed by the tenant for interior lighting, plugs, equipment, supplemental air conditioning and fixtures in shall be billed monthly to Tenant by Landlord as set forth in Paragraph 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 levied against Lessor upon to affiliates of Landlord provided the same are at reasonable rates consistent with the type of occupancy and the services rendered); the Building’s pro rata share (i.e. approximately 39.45% as hereinafter provided) of the cost of operating, maintaining and repairing the common areas and facilities within the Park (such wages as, but not limited to, snow plowing, sanding, sand removal, lot sweeping, landscaping, common area and salariesstreet lighting, and management); employee benefits and payroll taxes; accounting all other reasonable and legal fees; any sales, use or service taxes incurred necessary expenses paid in connection with the operation operation, cleaning, maintenance, and repair of the Complex Building and Lot, or Parcel; supplies; either, and properly chargeable against income. If Landlord (i) installs a new or replacement capital item for the purposes of (i) reducing Landlord’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 maintenance; maintenance and service contracts; after the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment Commencement Date, or (iii) or is required pursuant to Section 5.1.3 to perform capital repairs or replacements which are not required chargeable to be capitalized for Federal income tax purposes); 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 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 include in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable Tenant to the Building or Complex or Parcel at extent provided by the time it was constructed. All such provisions of this Section, the costs shall be thereof as reasonably amortized by Landlord over the reasonable their useful 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles, with legal interest (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”. As used 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 this Subsection 25(A), the Base Period Costs for Landlord’s Operating Costs shall be as defined 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 Reference Page.following:

Operating Cost Escalation. If If, in any calendar year during the Lease Term commencing with the calendar year 2020, the Operating Costs incurred (as defined below) are in excess of the amount of the Operating Costs for the Building in calendar year 2019 (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 expiration of a Lease Year (herein calendar year 2019 shall be the “Comparison PeriodOperating Cost Base Year”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee shall grossed up to reflect ninety-five percent (95%) occupancy, Tenant will pay to LessorLandlord, as Additional Rent hereunder, within thirty (30) days of Tenant’s receipt of the Operating Cost Statement (as defined below), the monthly, 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, Lessee’s Percentage as well as a reasonable breakdown of all such excess the Operating CostsCosts applicable thereto. Operating Costs shall includeinclude all reasonable costs and expenses of every kind and nature paid or incurred by the Landlord (including reasonable and 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 way the Landlord; costs of illustration the installation, operating, maintenance, repair and not replacement of limitation: personal 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; management fees; labor, including all wages and salaries; social security taxes, and personal property taxes and assessments; fees for required licenses and permits; supplies and other taxes which may be levied against Lessor upon such wages equipment for the common areas; and salaries; employee benefits reasonable administrative and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection management costs associated with the operation of Building and the Complex Lot; provided that (a) as to any improvement, repair or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal income tax purposes); 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 other items properly constituting direct replacement included in operating costs according having a useful life of greater than one year, the charge added to standard accounting practices (hereinafter collectively referred to as the “Operating Costs”). Lessor Costs in any given year shall be entitled to amortize and include in Operating Costs an allocable portion of the amortized cost of capital improvement items limited to those items, including life safety systems, which are reasonably thereof calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized on a straight-line basis over the reasonable useful 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor improvement, repair or replacement in accordance with generally accepted accounting principles. As used in this Subsection 25(A), and (b) there shall be excluded from Operating Costs, all depreciation associated with the Base Period Costs for costs of the build-out of tenants, and the leasing commissions, attorneys’ fees and other inducements associated with the leasing of space to any and all tenants, and those items specifically excluded from Operating Costs shall be as defined on the Reference Page.stated below:

Operating Cost Escalation. If With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter, 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 Term termination, Landlord shall xxxxx a statement ("Landlord's Statement") in reasonable detail and according to usual accounting practices certified by Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, Landlord's Operating Costs incurred Costs, EXCLUDING the interest and amortization on mortgages for the Building in 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 Demised Premises are locatedBuilding and 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; compensation and all fringe benefits, Complex workmen's compensation, insurance premiums and Parcelpayroll taxes paid by Landlord to, for any Lease Year or proportionate part thereof if with respect to all persons engaged in the Lease Term expires prior to operating, maintaining, or cleaning of the expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year)Building and Lot; steam, then Lessee shall pay to Lessorwater, as Additional Rentsewer, Lessee’s Percentage of all such excess Operating Costs. Operating Costs shall includeelectric, by way of illustration and not of limitation: personal property taxes; management fees; laborgas, including all wages and salaries; social security taxestelephone, and other taxes 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 levied against Lessor upon to affiliates of Landlord provided the same are at reasonable rates consistent with the 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 reasonably determined by landlord) of the cost of operating, maintaining and repairing the common areas and facilities within such wages park (such as, but not limited to, snow plowing, landscaping, common area and salariesstreet lighting, security and management); employee benefits and payroll taxes; accounting all other reasonable and legal fees; any sales, use or service taxes incurred necessary expenses paid in connection with the operation operation, cleaning, maintenance, and repair of the Complex Building and Lot, or Parcel; supplies; repairs either, and maintenance; maintenance and service contracts; properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the cost purpose of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (reducing Landlord's Operating Costs, the costs thereof as reasonably amortized by Landlord, with legal interests on the unamortized amount, shall be included in 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 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 required 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 rendered (such latter area to be capitalized for Federal income tax purposes); fire and other insurance; determined in the cost of any loss which is same manner as the responsibility of Lessor because Total Rentable Floor Area of the existence of commercially reasonable deductibles; trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the “Operating Costs”Building). Lessor shall be entitled to amortize and include in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A), the Base Period Costs for Operating Costs shall be as defined on the Reference Page.

Operating Cost Escalation. If 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 Term 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 incurred Costs," EXCLUDING the interest and amortization on mortgages for the Building in 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 Demised Premises are locatedBuilding, Complex the Lot and Parcelthe Common Areas of 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 any Lease Year or proportionate part thereof if with respect to all persons engaged in the Lease Term expires prior to operating, maintaining, or cleaning of the expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year)Building and Lot; steam, then Lessee shall pay to Lessorwater, as Additional Rentsewer, Lessee’s Percentage of all such excess Operating Costs. Operating Costs shall includeelectric, by way of illustration and not of limitation: personal property taxes; management fees; laborgas, including all wages and salaries; social security taxestelephone, and other taxes 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 levied against Lessor upon 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 of the cost of operating, maintaining and repairing the Common Areas of the Park (such wages as, but not limited to, snow plowing, landscaping, common area and salariesstreet lighting, security and management); employee benefits and payroll taxes; accounting all other reasonable and legal fees; any sales, use or service taxes incurred necessary expenses paid in connection with the operation operation, cleaning, maintenance, and repair of the Complex Building and Lot, or Parcel; supplies; repairs either, and maintenance; maintenance and service contracts; the cost properly chargeable against income. Landlord agrees that all of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required such services to be capitalized for Federal income tax purposes); 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 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 include included in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building or Complex or Parcel at the time it was constructed. All such costs shall be amortized over the 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 accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A), the Base Period Costs for Landlord's Operating Costs shall be as defined 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 Reference Page.following:

Operating Cost Escalation. If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex and Parcel, Real Property for any Lease Year or proportionate part thereof if the Lease Term expires prior to the expiration of a Partial Lease Year (herein during the “Comparison Period”) shall Term will be greater than the Base Operating Costs (adjusted reduced proportionately if to correspond to the Comparison Period is duration of periods less than a Lease Year), then Lessee shall Tenant will pay to LessorLandlord, as Additional Rent, Lessee’s Tenant's Percentage of all such excess Operating Costs. Operating Costs shall will include, by way of illustration and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security taxes, and other taxes which may be levied against Lessor Landlord 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 operation of the Complex or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for Federal federal income tax purposes); 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 other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the “Operating Costs”” in this Lease). Lessor shall ; 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 entitled to amortize and include in capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs an allocable portion of at the cost of capital improvement items limited to Real Property, or those items, including life safety systems, which under generally applied real estate practice are reasonably calculated to reduce operating expensed or regarded as deferred expenses or which are required under any governmental lawsLegal Requirement, regulations or ordinances in which were not applicable event the costs thereof shall be included. Notwithstanding anything contained herein to the Building contrary, any additional costs incurred by Landlord during the Calendar Year by reason of Landlord or Complex any of its vendors entering into new labor contracts or Parcel at the time it was constructedrenewals or modifications of existing labor contracts will not be included in Base Operating Costs. All In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and such costs shall and expenses will not be amortized over the 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 included in accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principles. As used in this Subsection 25(A), the Base Period Costs for Operating Costs shall be as defined on the Reference PageCosts.

Operating Cost Escalation. 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 expiration of a Lease Year (herein the “Comparison Period”) shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Year), then Lessee Tenant shall pay to LessorLandlord, as Additional Rent, Lessee’s Percentage Operating Cost Escalation (as defined below) on or before the 20th day following receipt by Tenant of Landlord's Statement (as defined below). After the end of each 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 practices, certified by Landlord, and showing for the preceding calendar year or fraction thereof, as the case may be, all such excess of Landlord's operating costs for the Building and Lot ("Landlord's Operating Costs. Operating Costs shall include"), including, without limitation, premiums for insurance; compensation and all fringe benefits, worker's compensation, insurance premiums and payroll taxes paid by way Landlord to, for or with respect to all persons engaged in the operating, maintaining or cleaning of illustration the Building (including the Premises) and not Lot; costs of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security taxes, electricity in ex cess of Tenant's Estimated Electrical Charge and other taxes Estimated Electrical Charges paid by other tenants of the Building including, without limitation, 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 company; all payments to contractors under service contracts for operating, managing, cleaning, maintaining and repairing the Building (including the Premises) and Lot (which payments may be levied against Lessor upon such wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any salesto affiliates of Landlord, use or service taxes incurred in connection with provided the operation of the Complex or Parcel; supplies; repairs and maintenance; maintenance and service contracts; the cost of security and alarm services; license permits and inspection fees; painting; wall and window washing; laundry and towel service; tools and equipment (which same are not required to be capitalized for Federal income tax purposesat comparable market rates); fire costs of Building and other insurancecleaning supplies and equipment; 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 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 include in Operating Costs an allocable portion of the cost of capital improvement items limited to those items, including life safety systems, which are reasonably calculated to reduce operating expenses or which are required under any governmental laws, regulations or ordinances which were not applicable to if the Building shares common areas or Complex facilities with another building or Parcel at buildings, the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements with interest at two Building's allocable share (2%) percent over the prime lending rate announced as such by Chase Manhattan Bank to its most creditworthy borrowers on the unamortized amount in accordance with such reasonable life and amortization schedules as shall be reasonably determined by Lessor Landlord in accordance with generally accepted accounting principles. As used in this Subsection 25(A) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary expenses paid in connection with the Base Period Costs cleaning, operating, managing, maintaining, and repairing of the Building and Lot, or either, and properly chargeable against income; it being agreed that if Landlord shall install a new or replacement capital item for the purpose of complying with applicable laws or regulations or intending to reduce Landlord's Operating Costs, the annual amortization (determined by Landlord in accordance with generally accepted accounting 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. Notwithstanding anything to the contrary contained above, Landlord's Operating Costs shall be as defined on not include costs and expenses related to the Reference Page.following: