Common use of Operating Cost Escalation Clause in Contracts

Operating Cost Escalation. Tenant shall pay to Landlord, as Additional Rent, 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 of Landlord's operating costs for the Building and Lot ("Landlord's Operating Costs"), including, without limitation, premiums for insurance; 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 operating, maintaining or cleaning of the Building (including the Premises) and Lot; costs of electricity in ex cess of Tenant's Estimated Electrical Charge and other 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 to affiliates of Landlord, provided the same are at comparable market rates); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's allocable share (as reasonably determined by Landlord in accordance with generally accepted accounting principles) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary expenses paid in connection with the 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. (1) Interest and amortization on mortgages for the Building and Lot; (2) The cost of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration or replacements occasioned by fire or other casualty or caused by the exercise of eminent domain takings to the extent that Landlord receives insurance or eminent domain proceeds for the same; (4) The depreciation or amortization of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except to the extent referenced above in this Section 5.1. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased by an amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relates.

Operating Cost Escalation. With respect to 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 Rentadditional rent, Tenant’s share of the Operating Cost Escalation (as defined below) ), if any, on or before the 20th thirtieth (30th) day following receipt by Tenant of Landlord's ’s Statement (as defined below). After Within ninety (90) days after the end of each calendar year Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("“Landlord's ’s Statement"”) in reasonable detail and according to generally accepted usual accounting practices, practices certified by Landlord, Landlord and showing for the preceding calendar year Fiscal Year or fraction thereof, as the case may be, all of Landlord's operating ’s Operating Costs (as defined herein). Landlord Operating Costs shall mean the commercially reasonable costs for incurred by Landlord in operating, cleaning, maintaining, managing, and repairing the Building and the Lot, EXCLUDING the principal, interest and amortization on mortgages for the Building, 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 special services rendered to tenants ("Landlord's Operating Costs"), includingincluding Tenant) for which a special charge is made; BUT INCLUDING, without limitation, : real estate taxes on the Building and Lot; installments on assessments for public betterments or public improvements but only to the extent required to be paid in such Fiscal Year; reasonable expenses of any proceedings for abatement of taxes and assessments with respect to any Fiscal Year or fraction of a Fiscal Year; reasonable premiums for insurance; reasonable compensation and all reasonable fringe benefitsbenefits for full-time employees at the Building, worker's workmen’s compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining maintaining, or cleaning of the Building (including the Premises) and Lot; costs of water, sewer, gas, telephone and the electricity in ex cess of Tenant's Estimated Electrical Charge to operate the base building heating, ventilating, air conditioning systems, elevators and other Estimated Electrical Charges paid by other tenants of the Building includingparking lot lighting, 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 companycompanies (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”); all 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, cleaning, maintaining and repairing the Building (including the Premises) and Lot (which payments may be to affiliates of Landlord, Landlord provided the same are at comparable market ratesreasonable rates consistent with the type of occupancy and the services rendered); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's allocable ’s pro rata share (i.e. approximately 39.45% as reasonably determined by Landlord in accordance with generally accepted accounting principleshereinafter provided) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities)maintaining, maintaining managing, and repairing such the common areas and facilities; facilities of the Park (such as, but not limited to, snow plowing, sanding, sand removal, lot sweeping, landscaping, common area and street lighting, and management): and all other reasonable and necessary expenses paid in connection with the operation, cleaning, operatingmaintenance, managing, maintainingmanagement, and repairing repair of the Building (including the cafeterial [subject to the limitations hereinafter provided] and fitness center located therein) and Lot, or either, and properly chargeable against income; it being agreed that if . If Landlord shall install (i) installs a new or replacement capital item for the purpose purposes of complying with applicable laws or regulations or intending to reduce (i) reducing Landlord's ’s Operating Costs, or (ii) is required to perform capital repairs or replacements or to install capital items in order to comply with changes in applicable law from and after the annual amortization Commencement Date, or (determined iii) or is required pursuant to Section 5.1.3 to perform capital repairs or replacements which are chargeable to Tenant to the extent provided by the provisions of this Section, the costs thereof as reasonably amortized by Landlord over their useful life in accordance with generally accepted accounting principles) of the cost thereof, with legal interest thereon at (not to exceed the prime rate then “Prime Rate” published in The the Wall Street Journal from time to timeplus two percent (2%) per annum) (“Agreed Interest Rate”) on the unamortized amount, shall be included in “Landlord's ’s Operating Costs”, but with respect to subsection (i) in no event may the amount included herein with respect to a Fiscal Year exceed the reasonably projected annual reduction in Operating Costs. In such event, Tenant shall pay Tenant’s share of such amortization payment for each month after such improvement is completed until the first to occur of the expiration of the Term or the end of the term over which such costs are required to be amortized. Landlord agrees that all of such services to be included in Landlord’s Operating Costs shall be obtained by Landlord at commercially reasonable, competitive market rates consistent with the operation and management of comparable Class A office buildings in the suburban Boston area. Notwithstanding anything to the contrary contained herein, in no event shall Landlord’s Operating Costs include (nor shall Tenant have any obligation to pay any Operating Cost Escalation on account of) the following: (a) Costs, expenses and fees relating to solicitation of, advertising for and entering into leases and other occupancy arrangements for space in the Park, including but not limited to legal fees, space planners’ fees, real estate brokers’ leasing commissions and advertising and marketing expenses. (b) Costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Park (or any part thereof), costs of any disputes between Landlord and its employees, disputes of Landlord with building management, or outside fees paid in connection with disputes with other tenants, invitees or adjacent property owners. (c) Costs of correcting defects in the Building or the Building equipment or replacing defective equipment solely to the extent such costs relate to items covered by warranties of manufacturers, suppliers or contractors or are otherwise borne by parties other than Landlord and for which Landlord receives reimbursement. (d) Costs of installations paid by or constructed for specific tenants or other occupants. (e) Interest, points, other finance charges and principal payments on mortgages, and other costs of indebtedness, if any. (f) All amounts which are specifically charged to or otherwise paid by any other tenant or other occupant of the Building or the Park, or for items or services which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement. (g) Any bad debt loss, rent loss or reserves for bad debts or rent loss. (h) The salary and indirect compensation (including, without limitation, all fringe benefits, workmen’s compensation, insurance premiums and payroll taxes) of any employee above the trade of property manager, and the wages and indirect compensation of any employee to the extent such employee devotes his or her time to property other than the Building. (i) Amounts, if any, paid as ground rental by Landlord. (j) Expenses related to third-party landlord-tenant disputes. (k) Any cost of any service or items sold or provided to tenants of the Building or Park or other occupants for such service or has been or is entitled to be reimbursed by insurance or otherwise compensated by parties (e.g. easement holders) other than tenants of the Building and for which Landlord receives reimbursement. (1) Interest and amortization on mortgages for the Building and Lot; (2) The cost costs of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of repair, replacement, or restoration or replacements work occasioned by fire or other any casualty or caused by condemnation above the exercise of eminent domain takings to the extent that Landlord receives insurance or eminent domain proceeds for the same; (4) The depreciation or amortization of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except to the extent referenced above in this Section 5.1. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased by an deductible amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relatesinsurance policy.

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter, Tenant shall pay to Landlord, as Additional Rentadditional rent, Operating Cost Escalation (as defined below) ), if any, on or before the 20th thirtieth (30th) day following receipt by Tenant of Landlord's Statement (as defined below). After As soon as practicable after the end of each calendar year Fiscal Year ending during the Term and after Lease termination, Landlord shall render xxxxx a statement ("Landlord's Statement") in reasonable detail and according to generally accepted usual accounting practices, practices certified by Landlord, Landlord and showing for the preceding calendar year Fiscal Year or fraction thereof, as the case may be, all of Landlord's operating costs Operating Costs, EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants ("Landlord's Operating Costs")including Tenant) for which a special charge is made, includingBUT 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; premiums for insurance; compensation and all fringe benefits, workerworkmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining maintaining, or cleaning of the Building (including the Premises) and Lot; costs of electricity in ex cess of Tenant's Estimated Electrical Charge steam, water, sewer, electric, gas, telephone, and other 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 companyutility, 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; all costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, cleaning, maintaining and repairing the Building (including the Premises) and Lot (which payments may be to affiliates of Landlord, Landlord provided the same are at comparable market ratesreasonable rates consistent with the type of occupancy and the services rendered); costs imputed cost equal to the loss of rent by Landlord for making available to the managing agent space for a Building and cleaning supplies and equipmentoffice on the ground floor or above (limited to 200 square feet); if the Building shares common areas or facilities with another building or buildingsis located in an office park, the Building's allocable pro rata share (as reasonably determined by Landlord in accordance with generally accepted accounting principleslandlord) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such the common areas and facilitiesfacilities within such park (such as, but not limited to, snow plowing, landscaping, common area and street lighting, security and management); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, operating, managing, maintainingmaintenance, and repairing repair of the Building and Lot, or either, and properly chargeable against income; , it being agreed that if Landlord shall install installs a new or replacement capital item for the purpose of complying with applicable laws or regulations or intending to reduce reducing Landlord's Operating Costs, the annual amortization (determined costs thereof as reasonably amortized by Landlord in accordance with generally accepted accounting principles) of the cost thereofLandlord, with interest thereon at legal interests on the prime rate published in The Wall Street Journal from time to timeunamortized amount, shall be included in Landlord's Operating Costs. (1) Interest and amortization on mortgages . 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 Building and Lot; (2) The cost preceding Fiscal Year or fraction thereof. If the management fee is reduced by reason of special a tenant's default in the payment of fixed or additional rent, Landlord shall reduce the Annual Estimated Operating Costs by the amount of such reduction in the management fee. In case of services which are not rendered to tenants (including Tenant) for which all areas on a special separate charge is made; (3) Cost of restoration or replacements occasioned by fire or other casualty or caused by comparable basis, the exercise of eminent domain takings proportion allocable to the extent that Landlord receives insurance or eminent domain proceeds for Premises shall be the same; 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 (4) The depreciation or amortization such latter area to be determined in the same manner as the Total Rentable Floor Area of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except to the extent referenced above in this Section 5.1. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased by an amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relates).

Operating Cost Escalation. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any Fiscal Year or fraction thereafter during the Term, Tenant shall pay to Landlord, as Additional Rentadditional rent, Operating Cost Escalation (as defined below) ), if any, on or before the 20th thirtieth day following receipt by Tenant of Landlord's Statement (as defined below). After As soon as practicable after the end of each calendar year Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to generally accepted accounting practices, principles consistently applied certified by Landlord, Landlord and showing for the preceding calendar year Fiscal Year or fraction thereof, as the case may be, all of "Landlord's operating costs Operating Costs," EXCLUDING the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants ("Landlord's Operating Costs")including Tenant) for which a special charge is made, includingBUT INCLUDING, without limitation: real estate taxes on the Building, the Lot and the 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 insuranceinsurance required to be maintained by Landlord pursuant to this Lease; compensation and all fringe benefits, workerworkmen's compensation, insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining maintaining, or cleaning of the Building (including the Premises) and Lot; costs of electricity in ex cess of Tenant's Estimated Electrical Charge steam, water, sewer, electric, gas, telephone, and other 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 companyutility, 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; all costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, cleaning, maintaining and repairing the Building (including the Premises) and Lot (which payments may be to affiliates of Landlord, Landlord provided the same are at comparable market ratesreasonable rates consistent with similar contracts with unaffiliated third parties); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's allocable pro rata share (as reasonably determined by Landlord in accordance with generally accepted accounting principles) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing the Common Areas of the Park (such as, but not limited to, snow plowing, landscaping, common areas area and facilitiesstreet lighting, security and management); and all other reasonable and necessary expenses paid in connection with the operation, cleaning, operating, managing, maintainingmaintenance, and repairing repair of the Building and Lot, or either, and properly chargeable against income; it being agreed . Landlord agrees that if Landlord shall install a new or replacement capital item for the purpose all of complying with applicable laws or regulations or intending such services to reduce be included in Landlord's Operating Costs shall be obtained by Landlord at commercially reasonable, competitive market rates consistent with the operation and management of comparable office buildings in the suburban Boston area. Notwithstanding anything to the contrary contained herein, in no event shall Landlord's Operating Costs include (nor shall Tenant have any obligation to pay any Operating Costs Escalation on account of) the following: a. Costs, expenses and fees relating to solicitation of, advertising for and entering into leases and other occupancy arrangements for space in the annual amortization Park, including but not limited to legal fees, space planners' fees, real estate brokers' leasing commissions and advertising expenses. b. Costs of defending any lawsuits with any mortgagee (determined except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Park (or any part thereof), costs of any disputes between Landlord and its employees, disputes of Landlord with building management, or outside fees paid in connection with disputes with other tenants or adjacent property owners. c. Costs of correcting defects in the Building or the Building equipment or replacing defective equipment to the extent such costs may relate to items covered by warranties of manufacturers, suppliers or contractors or are otherwise borne by parties other than Landlord and for which Landlord receives reimbursement. d. Costs of installations paid by or constructed for specific tenants or other occupants. e. Costs, including, without limitation, permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Building or the Park or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant rentable space for tenants or other occupants of the Building or the Park. f. Interest, points, other finance charges and principal payments on mortgages, and other costs of indebtedness, if any. g. All amounts which are specifically charged to or otherwise paid by any other tenant or other occupant of the Building or the Park, or for items or services which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement. h. Any bad debt loss, rent loss or reserves for bad debts or rent loss. i. Costs, expenses or judgments occasioned by casualty, injury or damage, to the extent that such costs, expenses or judgments are or are required to be covered by insurance to be maintained by Landlord under this Lease, provided that all such costs, expenses or judgments not covered under such insurance as a result of any deductible amount shall be included in Landlord's Operating Costs and costs for which Landlord is reimbursed by any tenant's (including, without limitation, Tenant's) insurance carrier. j. The salary and indirect compensation (including, without limitation, all fringe benefits, workmen's compensation, insurance premiums and payroll taxes) of any employee above the trade of building manager, and the wages and indirect compensation of any employee to the extent such employee devotes his or her time to property other than the Building. k. Amounts, if any, paid as ground rental by Landlord. l. Expenses related to third-party landlord-tenant disputes. m. Imputed cost equal to the loss of rent by Landlord for making available to the managing agent space for a Building office on the ground floor or above (which such management agent space shall not exceed three hundred (300) square feet). n. Costs of a capital nature, as reasonably amortized by Landlord over the useful life in years of the capital item in accordance with generally accepted accounting principles, consistently applied, with legal interest on the unamortized amounts, exceeding twenty thousand dollars ($20,000.00) per item (expressly excluding costs resulting from Tenant's excessive use, misuse or negligence and all routine maintenance and repair costs, which costs shall be included in Landlord's Operating Costs and shall be chargeable to Tenant in accordance with and subject to the provisions of this Section 4.2); provided, however, that the amortization of such costs incurred after the first three (3) calendar years of the cost thereof, with interest thereon at the prime rate published in The Wall Street Journal from time to timeTerm, shall be included in Landlord's Operating Costs. , subject to the provisions of this Section 4.2, and not excluded therefrom if such costs are incurred as a result of (1i) Interest and amortization on mortgages for the replacement of any major system or component of the Building and Lot; (2) The cost of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration or replacements occasioned reasonably made by fire or other casualty or caused by the exercise of eminent domain takings to the extent that Landlord receives insurance or eminent domain proceeds for the same; (4) The depreciation or amortization of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except to the extent referenced above in this Section 5.1. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof repair thereof, (ii) any improvement reasonably made by Landlord for the purpose of reducing Landlord's Operating Costs and (iii) any improvement that Landlord is required to make to comply with any law or regulation applicable to the Premises first enacted after the date of this Lease. Notwithstanding any language to the contrary contained herein, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased reduced by an amount equal to the additional expense that would reasonably have been incurred during such period reimbursements, credits, discounts, reductions or other allowances received or receivable by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction for items of the excess, if any, of: (a) cost included in Landlord's Operating Costs (except for reimbursements to Landlord by tenants under the additional rent provisions of their respective leases), including any tax refunds realized as indicated a result of any abatement proceeding or otherwise. In case of services which are not rendered to all areas of the Building on a comparable basis, the proportion allocable to the Premises shall be the same proportion which the Rentable Floor Area of Tenant's Space bears to the total rentable floor area to which such service is so rendered (such latter to be determined in the same manner as the Total Rentable Floor Area of the Building), or shall be re-allocated by Landlord on a reasonable basis taking into consideration such factors as usage of a particular tenant in the Park and/or such other pertinent factors as reasonably determined by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 Tenant shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate responsible to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or pay its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation share of Landlord's Operating Costs available to Tenant or its agents at reasonable times and for the Building based upon reasonable advance notice at the Address proportion that the Rentable Floor Area of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Space bears to the Total Rentable Floor Area of the Building as the same may be expanded pursuant to the terms of Exhibit R hereto. Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs its pro rata share of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Park-related costs, which shall be allocated by Landlord in writing a commercially reasonable manner based upon the following: (i) during phase I of any discrepancies discovered within ten (10) days after completing such examinationthe Park, as shown on the interim site plan attached hereto as Exhibit A, Tenant shall be estopped from raising any claims responsible for one hundred percent (100%) of the Landlord's Operating Costs relating to or associated with respect the Lot, or the Building and such other improvements located thereon, including without limitation the Building Parking Area, and none of such costs relating to or associated with the balance of the Park; provided, however, that if the Building is expanded pursuant to Exhibit R and Tenant is not the sole tenant of the entire Building after such expansion, then Tenant shall pay its pro rata share of such costs relating to the items set forth Lot, or the Building and such other improvements located thereon, including without limitation the Building Parking Area; and (ii) during future phases of the Park, in the applicable event of an all office use Park, upon the ratio of the square footage of the Premises to the aggregate square footage of all completed buildings in the Park, as such buildings are completed from time to time, and in the event of a mixed use, office and retail, Park, upon the number of parking spaces allocated to Tenant to the aggregate number of developed parking spaces in the Park.. Landlord and Tenant hereby agree that prior to the completion of such buildings, Park-related costs shall be allocated by Landlord in a commercially reasonable manner. Tenant's share of Landlord's Statement for Operating Costs shall also include (i) real estate taxes attributable to the calendar year Lot and the Building and such other improvements located thereon, and, during future phases of the Park, (ii) Tenant's pro rata share (as hereinabove determined) of real estate taxes attributable to which the applicable Landlord's Statement relatesCommon Areas of the Park.

Operating Cost Escalation. Tenant shall pay to Landlord, as Additional Rent, Operating Cost Escalation (as defined below) on or before the 20th 10th day following receipt by Tenant of Landlord's Operating Cost Statement (as defined below). After the end of each calendar year during the Term term and after Lease termination, Landlord shall render a statement ("Landlord's Operating Cost Statement") in reasonable detail and according to generally accepted usual accounting practices, certified by Landlord, and showing for the preceding calendar year or fraction thereof, as the case may be, all of Landlord's operating costs for the Building and Lot ("Landlord's Operating Costs"Costs (as defined below), including. Landlord's Operating Costs shall include, without limitation, premiums for insuranceinsurance covered by 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 the Building (including Property below the Premises) grade of property manager; water and Lotsewer use charges for the Property; costs of electricity in ex cess of Tenant's Estimated Electrical Charge all utility charges attributable to the interior and other Estimated Electrical Charges paid by other tenants exterior common areas and facilities of the Building including, without limitation, Property; payments to contractors and management companies under service or management contracts (or other 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 incurred directly to tenants by Landlord or the utility company; all payments to contractors under service contracts its agents) for operating, managing, cleaning, maintaining and repairing the Property, including, without limitation, management fees, Building (including cleaning, window cleaning, pest extermination, trash removal, landscaping, snow removal and repair and maintenance to elevators, the Premises) HVAC, electric and Lot plumbing systems and parking areas (which payments may be to affiliates of Landlord, provided the same are at comparable market reasonable rates); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's allocable share (as reasonably determined by Landlord in accordance with generally accepted accounting principles) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary costs and expenses paid in connection with the cleaning, operating, managing, maintaining, replacing and repairing of the Building or any other portion of the Property (except for capital repairs to or capital replacements of the roof or the foundation or structure of the Building which shall be made by Landlord at its sole cost and Lot, or either, expense 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 not passed through as Operating Costs). The following capital repairs and capital replacements are the only categories of capital expenditure that may be included in Operating Costs and the same may be included on an amortized basis only, as set forth below: (a) capital expenditures required to comply with laws enacted or requirements of laws applicable after the annual amortization date of this Lease or (determined by Landlord in accordance with generally accepted accounting principlesb) capital expenditures to repair or replace building systems or components thereof. Capital expenditures made pursuant to the preceding sentence shall be amortized over the useful life of the cost thereof, item in question with interest thereon at an annual rate equal to two (2%) percent above the base rate (prime rate published rate) of Fleet Bank of Boston (or any other Bank having offices in The Wall Street Journal 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 also expressly understood and agreed that (1a) Interest all costs, expenses and amortization on mortgages for charges (collectively, the Building and Lot; (2"Park Common Expenses") The cost of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration any kind or replacements occasioned by fire nature charged or other casualty or caused by the exercise of eminent domain takings assessed to the extent that Landlord receives insurance or eminent domain proceeds for the same; Property (4) The depreciation or amortization of the Building, 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 (5b) Legal the cost of all insurance required to be carried by Landlord under the Ground Lease or professional fees relating 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 leasing amortize or financing depreciate the same In determining Landlord's Operating Costs, if less than 95% of the Building; 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 (6such as cleaning and trash removal) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except shall be extrapolated to an amount equal to the extent referenced above in this Section 5.1. 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, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's but those Operating Costs shall be deemed for which do not vary directly with the purpose level of this Section 5.1 Building occupancy (such as security costs, snow plowing, utilities to be increased by an amount equal to common areas and the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies foundlike) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall not be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relatesso extrapolated.

Operating Cost Escalation. Tenant The TENANT shall pay to Landlordthe LANDLORD as additional rent hereunder in accordance with subparagraph B of this Article, 25 .16 percent of any increase in operating expenses over those incurred during the calendar year 2013. Operating expenses are defined for the purposes of this agreement as operating expenses per annum of the building and its appurtenances and all exterior areas, yards, plazas, sidewalks, landscaping and the like then (i.e. as of said last day of the calendar year concerned) located outside of the building but related thereto and the parcels of land on which they are located (said building, appurtenances, exterior areas, and land hereinafter referred to in total as the "building"). Operating expenses include, but are not limited to: (i) all costs of furnishing electricity, heat, air-conditioning, and other utility services and facilities to the building, (ii) all costs of any insurance carried by LANDLORD related to the building, (iii) all costs of common area cleaning and janitorial services, (iv) all costs of maintaining the building including the operation and repair of heating and air-conditioning equipment and any other common building equipment, non­capital roof repairs and all other repairs, improvements and replacements required by law or necessary to keep the building in a well maintained condition, (v) all costs of snow and ice removal, landscaping and grounds care, (vi) all other costs of the management of the building, including, without limitation, property management fees, and (vii) all other reasonable costs relating directly to the ownership, operation, maintenance and management of the building by LANDLORD. This increase shall be prorated should this lease be in effect with respect to only a portion of any calendar year. During each year of the term of this lease TENANT shall make monthly estimated payments to LANDLORD, as Additional Rentadditional rent, Operating Cost Escalation for TENANT's share of such increases in real estate taxes and operating expenses for the then current year. Said estimated monthly payments shall be made along with base rent payments and shall be equal to one twelfth (as defined below1/12) on or before of TENANT's annualized share of LANDLORD's projected increases for the 20th day following receipt by Tenant of Landlord's Statement (as defined below)current year. After the end of each calendar year during the Term and after Lease terminationyear, Landlord LANDLORD shall render deliver to TENANT a statement ("Landlordshowing the amount of such increases and also showing the TENANT'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 of Landlord's operating costs for the Building and Lot ("Landlord's Operating Costs"), including, without limitation, premiums for insurance; 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 operating, maintaining or cleaning share of the Building same. The TENANT shall, within thirty (including the Premises) and Lot; costs of electricity in ex cess of Tenant's Estimated Electrical Charge and other 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 to affiliates of Landlord, provided the same are at comparable market rates); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's allocable share (as reasonably determined by Landlord in accordance with generally accepted accounting principles) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary expenses paid in connection with the 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. (1) Interest and amortization on mortgages for the Building and Lot; (2) The cost of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration or replacements occasioned by fire or other casualty or caused by the exercise of eminent domain takings to the extent that Landlord receives insurance or eminent domain proceeds for the same; (4) The depreciation or amortization of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except to the extent referenced above in this Section 5.1. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased by an amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (9030) days after receipt of each Landlordsuch delivery, pay the TENANT's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating share to the calculation of LandlordLANDLORD, as additional rent, less any estimated payments. If the estimated payments exceed TENANT's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at share, then the Address of Landlord or at the address of Landlord's property manager. Any errors excess shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect applied to the items set forth in the applicable Landlordnext year's Statement monthly payments for the calendar year to which the applicable Landlord's Statement relatesestimated increases.

Operating Cost Escalation. If, in any calendar year during the Term commencing with the calendar year 2020, the Operating Costs (as defined below) are in excess of the amount of the Operating Costs for the calendar year 2019 (which calendar year 2019 shall be the “Operating Cost Base Year”), grossed up to reflect ninety-five percent (95%) occupancy, Tenant shall will pay to Landlord, as Additional RentRent hereunder, within thirty (30) days of Tenant’s receipt of the Operating Cost Escalation (as defined below) on or before the 20th day following receipt by Tenant of Landlord's 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, as well as a reasonable breakdown of the Operating Costs applicable thereto. After Operating Costs shall include all reasonable costs and expenses of every kind and nature paid or incurred by the end of each calendar year during the Term Landlord (including reasonable and after Lease termination, Landlord shall render a statement ("Landlord's Statement"appropriate reserves) 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 of Landlord's operating costs for the Building and Lot ("Landlord's Operating Costs"), including, without limitation, premiums for insurance; 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 operating, maintaining or cleaning of the Building (including the Premises) and Lot; costs of electricity in ex cess of Tenant's Estimated Electrical Charge and other 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, cleaningequipping, policing, lighting, repairing and maintaining and repairing the Building (including and the Premises) Lot, the parking areas, common areas, utilities and Lot (which payments may be to affiliates of Landlordfacilities serving the Building; air conditioning servicing the Building, provided the same are at comparable market rates)landscaping, and snow removal; costs of all roof and other maintenance, repairs and replacements performed by the Landlord; costs of the installation, operating, maintenance, repair and replacement of any energy management system designed to reduce the energy consumption in the building; costs of the operation, maintenance, repair and replacement of any escalators or elevators; premiums for liability, property damage, fire, workers’ compensation, and other insurance carried by Landlord on any structures on the Lot; wages, unemployment taxes, social security taxes, and personal property taxes and assessments; fees for required licenses and permits; supplies and other equipment for the common areas; and reasonable administrative and management costs associated with the Building and cleaning supplies and equipmentthe Lot; if the Building shares common areas provided that (a) as to any improvement, repair or facilities with another building or buildingsreplacement included in operating costs having a useful life of greater than one year, the Building's allocable share (as reasonably determined by Landlord charge added to Operating Costs in any given year shall be the amortized cost thereof calculated on a straight-line basis over the useful life of such improvement, repair or replacement in accordance with generally accepted accounting principles), and (b) there shall be excluded from Operating Costs, all depreciation associated with the costs of the cost build-out of cleaningtenants, operatingand the leasing commissions, managing (including attorneys’ fees and other inducements associated with the cost leasing of space to any and all tenants, and those items specifically excluded from Operating Costs as stated below: 1. all costs associated with the operation of the management office for such buildings business of the entity which constitutes “Landlord” (as distinguished from the costs of Building operations) including, but not limited to, Landlord’s general corporate overhead and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary expenses paid general administrative expenses; 2. costs incurred by Landlord in connection with the cleaning, operating, managing, maintaining, correction of defects in design and repairing construction 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. (1) Interest and amortization on mortgages for the Building and Lot; (2) The cost 3. any costs of special any services rendered sold or provided to tenants (including Tenant) or other occupants for which a special separate Landlord is entitled to be reimbursed by such tenants (whether or not actually reimbursed) or other occupants as an additional charge is madeor rental over and above the basic rent charged to such tenants or other occupants (and escalations thereof); (3) Cost of restoration or replacements occasioned by fire 4. expenses in connection with services or other casualty benefits which are provided to another tenant or occupant and do not benefit Tenant; 5. any cost or expense related to removal, cleaning, abatement or remediation of “hazardous material” in or about the Building or Lot, including without limitation, hazardous substances in the ground water or soil not caused by Tenant or its employees or invitees; 6. advertising and promotional costs including tenant relation programs and events; 7. Xxxxxxxx’s gross receipts taxes, personal and corporate income taxes, inheritance and estate taxes, other business taxes and assessments, franchise, gift and transfer taxes, and all other real estate taxes relating to a period or payable outside the exercise term of eminent domain takings the Lease; 8. any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors, or employees; 9. any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; 10. any rental and any associated costs, either actual or not, for the Landlord’s and/or Landlord’s management company and/or leasing office; 11. acquisition costs for sculptures, paintings, or other objects of art; 12. costs incurred in connection with upgrading the Building to comply with disability or life insurance requirements, or life safety codes, ordinances, statutes, or other laws in effect prior to the extent that Landlord receives insurance Commencement Date, including without limitation the Americans With Disabilities Act, including penalties or eminent domain proceeds for the same; (4) The depreciation or amortization damages incurred as a result of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expensesnon-compliance; and (7) Capital expenditures, except to the extent referenced above in this Section 5.113. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed costs for the purpose of this Section 5.1 to be increased by an amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing reserves of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relateskind.

Operating Cost Escalation. From and after the Base Year as same is stated on the Summary Pages, if the Operating Costs incurred for the Building in which the Premises are located, and Office Building Area (including parking and landscaped and access areas), for any calendar year or proportionate part thereof during the lease term or any renewal term shall be greater than the Base Operating Costs then Tenant shall pay to Landlordthe Landlord as 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 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 Landlord upon such wages and salaries, supplies, repairs and maintenance, maintenance and service contracts, cost of painting, wall and window washing, laundry and towel service, tools and equipment, fire and other insurance, cost of electrical surveys, trash removal, lawn care, snow removal, capital expenditures on items that reduce operating expenses amortized over the useful life of the capital improvement or replacement, and other items properly constituting out of pocket operating costs according to standard accounting practices (herein collectively referred to as Additional Rentthe "Operating Costs). Not included in Operating Costs, Operating Cost Escalation (as defined below) on are interest, mortgage debt service, income or before excess profit taxes, costs of maintaining the 20th day following receipt by Tenant of Landlord's Statement corporate existence, franchise taxes, or office expenses, or salaries of the Landlord's executive officers, or fuel, utility and electric cost escalation which is covered in subsection B post. As used in this Section 35, the Base Operating Costs shall be the Operating Costs incurred during the Base Year shown on the Summary Page (page 2) as defined below). After reasonably and fairly adjusted, however, to reflect any projections that are needed to compensate for vacancies in the end of each building during the Base Year or in any calendar year during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according or Extended Term)---the projection to generally accepted accounting practices, certified by Landlord, and showing for proceed on the preceding calendar year or fraction thereof, premises as the case may be, all of Landlord's operating costs for the Building and Lot ("Landlord's Operating Costs"), including, without limitation, premiums for insurance; 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 operating, maintaining or cleaning if at least 95% of the Building (including the Premises) and Lot; costs of electricity in ex cess of Tenant's Estimated Electrical Charge and other Estimated Electrical Charges paid by other tenants rentable portion of the Building including, without limitation, costs of electricity furnished to building were in fact occupied throughout 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 to affiliates of Landlord, provided the same are at comparable market rates); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's allocable share (as reasonably determined by Landlord in accordance with generally accepted accounting principles) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary expenses paid in connection with the 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 Costswhole year. (1) Interest and amortization on mortgages for the Building and Lot; (2) The cost of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration or replacements occasioned by fire or other casualty or caused by the exercise of eminent domain takings to the extent that Landlord receives insurance or eminent domain proceeds for the same; (4) The depreciation or amortization of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except to the extent referenced above in this Section 5.1. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased by an amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relates.

Operating Cost Escalation. Tenant shall pay to Landlord, as Additional Rent, Operating Cost Escalation (as defined below) on or before the 20th day following receipt by Tenant 4.2.1 Definition 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 (Operating Costs - "Landlord's Statement") ---------------------------------------- Operating Costs" shall exclude costs incurred in reasonable detail connection with the original construction of the Building, interest 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 of Landlord's operating costs amortization on mortgages for the Building and Lot Lot, the cost of 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 all interest and penalties incurred as a result of Landlord's Operating Costs"failure to pay any xxxx or charge as it shall become due (unless the xxxx or charge was contested by Landlord), includingbut shall include, without limitation, : real ----------------- estate taxes on the Building and Lot; installments and interest on assessments for public betterments or public improvements; reasonable expenses of any proceedings for abatement of taxes and assessments with respect to any fiscal year or fraction of a fiscal year; premiums for insurance; compensation and all fringe benefits, worker's compensation, compensation insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining maintaining, or cleaning of the Building (including the Premises) and Lot; costs of electricity in ex cess of Tenant's Estimated Electrical Charge steam, water, sewer, electric, gas, telephone, and other 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 for the Building and Lot not billed directly to tenants by Landlord or the utility companyutility; all reasonable costs of building and cleaning supplies and equipment (including rental); reasonable cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; reasonable payments to independent contractors under service contracts for cleaning, operating, managing, cleaning, maintaining and repairing the Building (including the Premises) and Lot (which payments may be to affiliates of Landlord or to Landlord, 's representatives provided the same are at comparable market ratesreasonable rates consistent with the type of occupancy and the services rendered); reasonable rental costs of Building and cleaning supplies and equipment; if associated with providing the managing agent space for an office in the Building shares 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 or and facilities with another building or buildingsof 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 allocable share (proportionate share, as reasonably determined by Landlord in accordance Landlord, of Landlord's costs and expenses (as determined consistent with generally accepted accounting principlesthe provisions of this Section 4.2.1) related to the operation, maintenance, repair ------------- and replacement of any entrance drives, access drives, landscaping improvements and other common area improvements on the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such common areas and facilitiesProject Tract which do not exclusively serve a particular Building; and all other reasonable and necessary expenses paid in connection with the operation, cleaning, operating, managing, maintaining, maintenance and repairing repair of the Building and Lot, or either, which are customarily passed through to tenants in the Raleigh, NC market for Class A office space and properly chargeable against income; income rather than capitalized under generally accepted accounting principles, it being agreed that if Landlord shall install installs a new or replacement capital item for the purpose of complying with applicable laws or regulations or intending to reduce reducing Landlord's Operating Costs, the annual amortization (determined cost thereof as reasonably amortized by Landlord in accordance with generally accepted accounting principles) of reasonable interest on the cost thereof, with interest thereon at the prime rate published in The Wall Street Journal from time to time, unamortized amount shall be included in Landlord's Operating Costs. (1) Interest and amortization on mortgages . In the event the average occupancy level of the Building for the Building and Lot; applicable calendar year was not ninety-five (295%) The cost or more of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration or replacements occasioned by fire or other casualty or caused by full occupancy, then the exercise of eminent domain takings to the extent that Landlord receives insurance or eminent domain proceeds for the same; (4) The depreciation or amortization of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except to the extent referenced above in this Section 5.1. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs for such year shall be deemed for adjusted and apportioned among the purpose of this Section 5.1 tenants by the Landlord to be increased by an amount equal to reflect those costs which would have occurred had the additional expense that would reasonably have Building been incurred ninety-five percent (95%) occupied during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relates.

Operating Cost Escalation. Tenant shall pay to Landlord, as Additional Rent, Operating Cost Escalation (as defined below) on or before the 20th 30th day following receipt by Tenant of Landlord's ’s Operating Cost Statement (as defined below). After the end of each calendar year during the Term term and after Lease termination, Landlord shall render a statement ("“Landlord's ’s Operating Cost Statement"”) in reasonable detail and according to generally accepted usual accounting practices, certified by Landlord, and showing for the preceding calendar year or fraction thereof, as the case may be, all of Landlord's operating costs for the Building and Lot ’s Operating Costs ("Landlord's Operating Costs"as defined below), includingLandlord’s Operating Costs shall include, without limitation, premiums for insuranceinsurance covered by Landlord with respect to the Property; compensation and all fringe benefits, worker's ’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 the Building Property (including if such persons are engaged with respect to more than one property, such costs shall be appropriately allocated among the Premises) Property and Lotsuch other properties); costs of electricity in ex cess of Tenant's Estimated Electrical Charge water and other Estimated Electrical Charges paid by other tenants of sewer use charges for the Building including, without limitation, costs of electricity furnished to the Premises and other tenants' premises but excluding electricity separately metered to Tenant or tenantsProperty; all other utility charges not billed directly to tenants by Landlord or the utility companyutility; all 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, management fees, Building (including cleaning, window cleaning, pest extermination, trash removal, landscaping, snow removal and repair and maintenance to elevators, the Premises) HVAC, electric and Lot plumbing systems and parking areas (which payments may be to affiliates of Landlord, provided the same are at comparable market reasonable rates); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's allocable share (as reasonably determined by Landlord in accordance with generally accepted accounting principles) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary expenses paid in connection with the cleaning, operating, managing, maintaining, and replacing or repairing of the Building and Lotor any portion or component thereof and/or any portion of the Property including, without limitation, the operation or either, and properly chargeable against incomemaintenance of a cafeteria/food service operation in the Building; 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 Costsitem, the annual amortization (determined by Landlord in accordance with generally accepted accounting principlesLandlord) of the cost thereof, with interest thereon at an annual rate equal to two (2%) percent above the base rate (prime rate published rate) of Bank of America, N.A. (or any other Bank having offices in The Wall Street Journal Boston, Massachusetts chosen by Landlord) from time to time, shall be included in Landlord's ’s Operating Costs. (1) Interest . Without limiting the generality of the foregoing, it is expressly understood and amortization on mortgages for the Building agreed that all costs and Lot; (2) The cost of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration or replacements occasioned by fire or other casualty or caused by the exercise of eminent domain takings expenses allocated to the extent that 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 receives insurance shall incur capital expenses in connection with repairs or eminent domain proceeds for replacement of the same; (4) The depreciation roof, foundation or amortization structure of the Building, there shall be included in Landlord’s Operating Costs for that and in each succeeding calendar year, the amount of the annual amortization (determined by Landlord) of the cost thereof, with interest thereon, at an annual rate equal to two (2%) percent above the base rate (prime rate) of the Bank of America, N.A. (or any part thereof; 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 (5) Legal less insurance proceeds or professional fees relating 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 leasing 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 financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except expense covered by a warranty to the extent referenced above in this Section 5.1of the coverage afforded by said warranty and Landlord shall use good faith efforts to realize coverage under applicable warranties. In determining Landlord’s Operating Costs, 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 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, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased by an amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "“Operating Cost Escalation" ” shall be equal to Tenant's ’s Proportionate Fraction Share of the excess, if any, of: (a) Landlord's ’s Operating Costs for each calendar year as indicated by Landlord's ’s Operating Cost Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Tenant acknowledges that Landlord’s formula for sharing of Landlord’s Operating Costs stated in this Lease is based on the assumption that Landlord will be providing substantially similar services to all tenants in the Property from year to year. If this assumption is not, in fact, correct, that is, if Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Landlord’s Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Costs shall be deemed, for purposes of this paragraph, to be increased by an amount equal to the additional Operating Costs which would reasonably have been incurred during such period by Landlord if it had, at its own expense, furnished such work or service to such tenant. Operating Cost Escalations shall be apportioned for any calendar year in which the Term of this Lease commences or ends. Notwithstanding any other provision of this Section 5.1, if the Term term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Termterm, Tenant's ’s last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's ’s best estimate of the items otherwise includable in Landlord's ’s Operating Cost Statement and shall be made on or before the later of (a) 20 thirty (30) days after Landlord delivers such estimate to Tenant, or (b) the last day of the Termterm, with an appropriate payment or refund to be made upon within thirty (30) days submission of Landlord's ’s Operating Cost Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relates.

Operating Cost Escalation. From and after the Base Year as same is stated on the Summary Pages, if the Operating Costs incurred for the Building in which the Premises are located, and Office Building Area (including parking and landscaped and access areas), for any calendar year or proportionate part thereof during the lease term or any renewal term shall be greater than the Base Operating Costs then Tenant shall pay to Landlordthe Landlord as 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 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, not for capital improvements), including all wages and salaries, social security taxes, and other taxes which may be levied against Landlord upon such wages and salaries, supplies, repairs and maintenance, maintenance and service contracts, cost of painting, wall and window washing, laundry and towel service, tools and equipment (which are not required to be capitalized for federal income tax purposes or in accordance with good accounting practices), fire and other insurance, cost of electrical surveys, trash removal, lawn care, snow removal and other items properly constituting direct out-of-pocket operating costs according to standard accounting practices (herein collectively referred to as Additional Rentthe "Operating Costs), Operating Cost Escalation (as defined below) on but not including depreciation of Building or before equipment, interest, mortgage debt service, income or excess profit taxes, costs of maintaining the 20th day following receipt by Tenant of Landlord's Statement corporate existence, franchise taxes, any expenditures required to be capitalized for federal income tax purposes or in accordance with good accounting practices or office expenses, or salaries of the Landlord's executive officers, or fuel, utility and electric cost escalation which is covered in subsection B post. As used in this Section 35, the Base Operating Costs shall be the Operating Costs incurred during the Base Year shown on the Summary Page (page 2) as defined below). After reasonably and fairly adjusted, however, to reflect any projections that are needed to compensate for vacancies in the end of each building during the Base Year or in any calendar year during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according or Extended Term)---the projection to generally accepted accounting practices, certified by Landlord, and showing for proceed on the preceding calendar year or fraction thereof, premises as the case may be, all of Landlord's operating costs for the Building and Lot ("Landlord's Operating Costs"), including, without limitation, premiums for insurance; 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 operating, maintaining or cleaning if at least 90% of the Building (including the Premises) and Lot; costs of electricity in ex cess of Tenant's Estimated Electrical Charge and other Estimated Electrical Charges paid by other tenants rentable portion of the Building including, without limitation, costs of electricity furnished to building were in fact occupied throughout 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 to affiliates of Landlord, provided the same are at comparable market rates); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's allocable share (as reasonably determined by Landlord in accordance with generally accepted accounting principles) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary expenses paid in connection with the 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 Costswhole year. (1) Interest and amortization on mortgages for the Building and Lot; (2) The cost of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration or replacements occasioned by fire or other casualty or caused by the exercise of eminent domain takings to the extent that Landlord receives insurance or eminent domain proceeds for the same; (4) The depreciation or amortization of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except to the extent referenced above in this Section 5.1. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased by an amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relates.

Operating Cost Escalation. Tenant shall pay to Landlord, as Additional Rent, Operating Cost Escalation (as defined below) on or before the 20th 30th day following receipt by Tenant of Landlord's Operating Cost Statement (as defined below). After the end of each calendar year during the Term term and after Lease termination, Landlord shall render a statement ("Landlord's Operating Cost Statement") in reasonable detail and according to generally accepted usual accounting practices, certified by Landlord, and showing for the preceding calendar year or fraction thereof, as the case may be, all of Landlord's operating costs for the Building and Lot ("Landlord's Operating Costs"Costs (as defined below), includingLandlord's Operating Costs shall include, without limitation, premiums for insuranceinsurance covered by 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 the Building Property (including If such persons are engaged with respect to more than one property, such costs shall be appropriately allocated among the Premises) Property and Lotsuch other properties); costs of electricity in ex cess of Tenant's Estimated Electrical Charge water and other Estimated Electrical Charges paid by other tenants of sewer use charges for the Building including, without limitation, costs of electricity furnished to the Premises and other tenants' premises but excluding electricity separately metered to Tenant or tenantsProperty; all other utility charges not billed directly to tenants by Landlord or the utility companyutility; all 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, management fees, Building (including cleaning, window cleaning, pest extermination, trash removal, landscaping, snow removal and repair and maintenance to elevators, the Premises) HVAC, electric and Lot plumbing systems and parking areas (which payments may be to affiliates of Landlord, provided the same are at comparable market reasonable rates); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's allocable share (as reasonably determined by Landlord in accordance with generally accepted accounting principles) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary expenses paid in connection with the cleaning, operating, managing, maintaining, and replacing or repairing of the Building and Lotor any portion or component thereof and/or any portion of the Property including, without limitation, the operation or either, and properly chargeable against incomemaintenance of a cafeteria/food service operation in the Building; 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 Costsitem, the annual amortization (determined by Landlord in accordance with generally accepted accounting principlesLandlord) of the cost thereof, with interest thereon at an annual rate equal to two (2%) percent above the base rate (prime rate published rate) of BankBoston (or any other Bank having offices in The Wall Street Journal Boston, Massachusetts chosen by Landlord) from time to time, shall be included in Landlord's Operating Costs. (1) Interest . Without limiting the generality of the foregoing, it is expressly understood and amortization on mortgages for the Building agreed that all costs and Lot; (2) The cost of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration or replacements occasioned by fire or other casualty or caused by the exercise of eminent domain takings expenses allocated to the extent that 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 receives insurance shall incur capital expenses in connection with repairs or eminent domain proceeds for replacement of the same; (4) The depreciation roof, foundation or amortization structure of the Building, there shall be included in Landlord's Operating Costs for that and in each succeeding calendar year, the amount of the annual amortization (determined by Landlord) of the cost thereof, with interest thereon, at an annual rate equal to two (2%) percent above the base rate (prime rate) of BankBoston (or any part thereof; 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 (5) Legal less insurance proceeds or professional fees relating 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 leasing 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 financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except expense covered by a warranty to the extent referenced above in this Section 5.1of the coverage afforded by said warranty and Landlord shall use good faith efforts to realize coverage under applicable warranties. In determining Landlord's Operating Costs, 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 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, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased by an amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relates.

Operating Cost Escalation. From and after the Base Year as same is stated on the Summary Pages, if the Operating Costs incurred for the Building in which the Premises are located, and Office Building Area (including parking and landscaped and access areas), for any calendar year or proportionate part thereof during the lease term or any renewal term shall be greater than the Base Operating Costs then Tenant shall pay to Landlordthe Landlord as 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 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 Landlord upon such wages and salaries, supplies, repairs and maintenance, maintenance and service contracts, cost of painting, wall and window washing, laundry and towel service, tools and equipment, fire and other insurance, cost of electrical surveys, trash removal, lawn care, snow removal, capital expenditures on items that reduce operating expenses amortized over the useful life of the capital improvement or replacement, and other items properly constituting out of pocket operating costs according to standard accounting practices (herein collectively referred to as Additional Rentthe "Operating Costs). Not included in Operating Costs, Operating Cost Escalation (as defined below) on are interest, mortgage debt service, income or before excess profit taxes, costs of maintaining the 20th day following receipt by Tenant of Landlord's Statement corporate existence, franchise taxes, or office expenses, or salaries of the Landlord's executive officers, or fuel, utility and electric cost escalation which is covered in subsection B post. As used in this Section 35, the Base Operating Costs shall be the Operating Costs incurred during the Base Year shown on the Summary Page (page 2) as defined below). After reasonably and fairly adjusted, however, to reflect any projections that are needed to compensate for vacancies in the end of each building during the Base Year or in any calendar year during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement"or Extended Term) in reasonable detail and according -- the projection to generally accepted accounting practices, certified by Landlord, and showing for proceed on the preceding calendar year or fraction thereof, premises as the case may be, all of Landlord's operating costs for the Building and Lot ("Landlord's Operating Costs"), including, without limitation, premiums for insurance; 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 operating, maintaining or cleaning if at least 95% of the Building (including the Premises) and Lot; costs of electricity in ex cess of Tenant's Estimated Electrical Charge and other Estimated Electrical Charges paid by other tenants rentable portion of the Building including, without limitation, costs of electricity furnished to building were in fact occupied throughout 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 to affiliates of Landlord, provided the same are at comparable market rates); costs of Building and cleaning supplies and equipment; if the Building shares common areas or facilities with another building or buildings, the Building's allocable share (as reasonably determined by Landlord in accordance with generally accepted accounting principles) of the cost of cleaning, operating, managing (including the cost of the management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary expenses paid in connection with the 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 Costswhole year. (1) Interest and amortization on mortgages for the Building and Lot; (2) The cost of special services rendered to tenants (including Tenant) for which a special separate charge is made; (3) Cost of restoration or replacements occasioned by fire or other casualty or caused by the exercise of eminent domain takings to the extent that Landlord receives insurance or eminent domain proceeds for the same; (4) The depreciation or amortization of the Building, or any part thereof; (5) Legal or professional fees relating to leasing or financing of the Building; (6) Promotional, advertising or marketing expenses; and (7) Capital expenditures, except to the extent referenced above in this Section 5.1. and had such full utilization been made during the entire period, or (ii) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Landlord, would be included in Landlord's Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Landlord's Operating Costs shall be deemed for the purpose of this Section 5.1 to be increased by an amount equal to the additional expense that would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. "Operating Cost Escalation" shall be equal to Tenant's Proportionate Fraction of the excess, if any, of: (a) Landlord's Operating Costs as indicated by Landlord's Statement; over (b) The Annual Base Operating Costs. Notwithstanding the above calculation, in no event shall Operating Cost Escalation be less than zero. Notwithstanding any other provision of this Section 5.1, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 5.1 shall be made on the basis of Landlord's best estimate of the items otherwise includable in Landlord's Statement and shall be made on or before the later of (a) 20 days after Landlord delivers such estimate to Tenant, or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord's Statement. Within ninety (90) days after receipt of each Landlord's Statement, Tenant or its agent (but in no event shall such agent be a party or entity whose compensation is based in part or in whole on the amount of discrepancies found) shall have the right to examine Landlord's records relating to Landlord's Operating Costs described in such applicable Landlord's Statement. Landlord shall make all its records relating to the calculation of Landlord's Operating Costs available to Tenant or its agents at reasonable times and upon reasonable advance notice at the Address of Landlord or at the address of Landlord's property manager. Any errors shall be promptly corrected, and any resulting overpayment by Tenant will be credited by Landlord against Tenant's next payment(s) under Section 5.1, and any resulting underpayment by Tenant will be promptly paid by Tenant. If Tenant shall perform such examination for a particular period to which a particular Landlord's Statement relates and it shall be found that Landlord's Operating Costs were overstated in such Landlord's Statement by more than 7%, then Landlord shall also be responsible to pay for Tenant's reasonable costs of performing such examination. In the event that Tenant fails to complete such examination of Landlord's records within such ninety (90) day period described above and notify Landlord in writing of any discrepancies discovered within ten (10) days after completing such examination, Tenant shall be estopped from raising any claims with respect to the items set forth in the applicable Landlord's Statement for the calendar year to which the applicable Landlord's Statement relates.