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 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 after 2003 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 '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 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 , 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 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 within the cost of capital improvement items limited to Building and Office Building Area, 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 lawsor quasi-governmental law, regulations statute, ordinance, rule, order, requirements or ordinances regulation, in which were event the costs thereof shall be included. Notwithstanding anything contained herein to the contrary, any additional costs incurred by Lessor during the 2003 Calendar Year by reason of Lessor or any of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts shall not applicable be included in Base Operating Costs. The Base Operating Costs shall as be as defined in the Preamble. The following, however, will not be included in Operating Expenses: 1. Costs of alterations of any lessee's premises; 2. Principal or interest payments on loans secured by mortgages or trust deeds on the Office Building Area or portions thereof; 3. Expenses incurred in leasing or procuring new lessees or extending, modifying or amending any leases or the space covered by any lease (including without limitation lease commissions, legal, advertising and renovating space); 4. The cost of electricity to any space leased or available for lease (it being understood that electricity for the Premises, other than HVAC, shall be separately paid by Lessee pursuant to Article 22 hereof and that Lessee shall not pay for increased electricity costs except for the Building's common areas, HVAC, base building systems and elevators) or for which Lessor receives reimbursement from Lessee or other lessees (other than reimbursements by way of their proportionate share of Utility and Energy Costs); 5. Except as provided below, depreciation or amortization of the Building or Complex improvements in the Building or Parcel at the time it was constructedexpenditures which standard real estate practices treat as capital in nature; 6. All such costs Expenses for repairs or other work occasioned by fire, windstorm or other casualty, whether or not insured, provided, however, a commercially reasonable deductible shall be amortized over the reasonable life included as part of Operating Costs if 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 is actually paid by Lessor as part of an insured casualty; 7. Legal expenses in accordance enforcing the terms of or analyzing any lease or in connection with generally accepted accounting principlesany actual or proposed sale or financing of the Building; 8. As used Fees and expenses paid to Lessor or an affiliate of Lessor for services to the extent such fees and expenses are above a reasonably competitive rate; 9. Costs of environmental investigation or remediation with respect to existing or future conditions in the Building, including without limitation asbestos (reserving to Lessor, however, its rights against Lessee for any violation of Lessee's environmental obligations under this Subsection 25(ALease), ; provided Lessor shall have the Base Period Costs for right to periodically test the air and water quality in the Building and to perform routine operation and maintenance pursuant to an existing operation and maintenance plan and to treat the costs thereof as an Operating Costs shall Cost and provided further that any expenses incurred by Lessor to comply with any future environmental law may be as defined on the Reference Page.included in Operating Costs;

Operating Cost Escalation. (i) If during the Lease Term the Operating Costs incurred for the Building in which the Demised Premises are located, Complex located and Parcel, Xxxxxx Xxxxxxxx Xxxx for any Lease Year calendar year or proportionate part thereof if the Lease Term expires prior to the expiration of a Lease Year calendar year (herein the “"Comparison Period”") shall be greater than the Base Operating Costs (adjusted proportionately if the Comparison Period is less than a Lease Yearcalendar year), then Lessee shall pay to Lessor, as Additional Rent, Lessee’s 's Percentage of all such excess Operating Costs. Operating Costs shall includeinclude all reasonable costs and expenses of owning, operating, managing, maintaining, repairing, replacing and securing the Building and the Office Building Area including, by way of illustration and not by way of limitation: personal property taxes; asset and/or property management fees; labor, including all wages and salariessalaries and benefits for those individuals rendering services to the Building and/or the Office Building Area, which are generally comparable to the wages, salaries and benefits paid to those providing services to other buildings of comparable quality in the general area of the Building but not including any employees above the rank of building or property manager; social security taxes, and other taxes (excluding late payment charges) 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 repairs, maintenance and maintenancereplacements; 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 purposesunder generally accepted accounting principles); 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”") but not including Real Estate Taxes (as hereinafter defined). Lessor shall , Utility and Energy Costs, depreciation of Building or equipment; principal or interest; income or excess profits taxes; costs of maintaining Lessor's corporate existence; franchise taxes; any expenditures required to be entitled to amortize and include in capitalized (an "Included Capital Improvement") under generally accepted accounting principles, unless said expenditures are for the purpose of reducing Operating Costs an allocable portion within the Building and Office Building Area (and in such instance only to the extent of savings generated in connection therewith or the cost of capital improvement items limited to those itemsamortized amount as provided herein, including life safety systems, which are reasonably calculated to reduce operating expenses if less) or which are required under any mandatory governmental lawslaw, regulations ordinance or ordinances regulation, in which were not applicable event the costs thereof shall be included, but only to the extent of the amortization of such Included Capital Improvement over the useful life thereof; leasing commissions; tenant work allowances (or work done for tenants); brokerage commissions,; origination fees, points, mortgage recording taxes, title charges and other costs or fees incurred in connection with financing or refinancing or sale or transfer of the Building or Complex any portion thereof or Parcel at any interest therein; attorneys fees in connection with leasing of space (or surrender, modification, termination, extension or enforcement of any lease); any expense paid to any related entity to the time it was constructed. All extent 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 payment exceeds competitive charges in accordance with such reasonable life a bona fide arms-length transaction; marketing, promotion and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principlesadvertising expenses; ground rent. 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 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, 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 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 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 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 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 shall pay to Lessor, as Additional Rent, Lessee’s Percentage its Proportionate Share, as hereinafter defined, 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)equipment; 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 whether or not the same shall be enumerated as part of the services or obligations of Lessor hereunder (hereinafter collectively referred to as the “"Operating Costs”"). Lessor shall be entitled to amortize and include in Operating Costs an allocable portion , but not including: depreciation 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 equipment; interest; income, excess profits or Parcel at similar taxes; costs of maintaining 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 Lessor's corporate existence; and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting principlesfranchise taxes. As used in this Subsection 25(A23(A), the Base Period Costs for Operating Costs Costs, herein the Base Operating Costs, shall be as defined on those costs incurred during the Reference Pagefirst twelve (12) months of the Term (exclusive of any extraordinary or one-time costs).

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 comparison Period is less than a Lease Year), then Lessee shall pay to Lessor, as Additional Rent, Lessee’s Percentage 's Percentage, as hereinafter defined, of all such excess Operating Costs. Operating Costs shall include, by way of illustration and not of limitation: personal property taxes; management fees; labor, 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; electricity to light the cost of security building and alarm services; license permits and inspection feespower the HVAC systems to the extent such expenses are not specifically reimbursed as set forth in Article 21; 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, assess, 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 vehicle, 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 of excess profit taxes; costs of maintaining Lessor'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 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 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 '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 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 relating to the Building or the Office Building Area or both (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 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 within the cost of capital improvement items limited to Building and Office Building Area, 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 lawsor quasi-governmental law, regulations statute, ordinance, rule, order, requirements 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(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, 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”"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”"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. Any Operating Costs which under generally accepted accounting principles are to be capitalized shall be capitalized by Lessor hereunder and amortized over their useful lives.

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.