Common use of Operating Cost Clause in Contracts

Operating Cost. Escalation -- If the Operating Costs incurred for the Real Property for any Lease Year or Partial Lease Year during the Term will be greater than the Base Operating Costs (reduced proportionately to correspond to the duration of periods less than a Lease Year), then Tenant will pay to Landlord, as Additional Rent, Tenant’s Percentage of all such excess Operating Costs. Operating Costs will include Landlord’s costs of maintaining, repairing and operating the Building and the Real Property including, but not limited to: personal property taxes; management fees (but not in excess of management fees charged by comparable owners of comparable buildings in Xxxxxx County, New Jersey); labor, including all wages and salaries; social security and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (which are not required to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as the “Operating Costs” in this Lease); but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining the Landlord’s corporate existence; franchise taxes; any expenditures required to be capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, in which event the costs thereof shall be included. Notwithstanding anything contained herein to the contrary, any additional costs incurred by Landlord during the Calendar Year by reason of Landlord or any of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and such costs and expenses will not be included in Operating Costs.

Operating Cost. Escalation -- If That portion of the Operating Costs incurred Building that is designated as office space for purposes of this Lease is located on the Real Property for any Lease Year or Partial Lease Year during the Term will be greater than the Base Operating Costs (reduced proportionately to correspond to the duration second, third, fourth and fifth floors of periods less than a Lease Year), then Tenant will pay to Landlord, as Additional Rent, Tenant’s Percentage of all such excess Operating Costs. Operating Costs will include Landlord’s costs of maintaining, repairing and operating the Building and includes approximately 98,216 square feet of Rentable Area ("Office Area"). Areas of the Real Property 1st floor shall not be deemed Office Area regardless of their use. In addition to the Basic Rent on the 5th Floor Space, Tenant shall pay each calendar year as part of the Rental Tenant's Proportionate Share of the amount by which the Office Area Operating Cost, grossed up as if the Office Area of the Building were 100% occupied, for the Building in any calendar year exceeds the "Basic Operating Cost" of Five Hundred Eighty-Seven Thousand Three Hundred Thirty-One and 68/100 Dollars ($587,331.68); any such excess may be referred to herein as "Excess Operating Cost." Landlord represents and warrants to Tenant that the Basic Operating Cost was grossed up as if the Office Area of the Building was 100% occupied. Except to the extent herein otherwise provided, the term "Operating Cost" as used herein shall mean all expenses and costs (but not Excluded Operating Expenses or specific costs which are separately billed to and paid or reimbursed by specific tenants) of every kind and nature which Landlord shall actually pay or incur because of or in connection with the ownership and operation of the Office Area of the Building during a calendar year, as determined by Landlord in accordance with generally accepted accounting principles, consistently applied, and with sound management practices generally accepted with respect to the operation and maintenance of first class office buildings in Xxxxxx County, Indiana ("Comparable Office Buildings"), including, but not limited to: , the following: (a) Wages, salaries, fringe benefit costs, payroll taxes, unemployment compensation payments, workmen's compensation insurance premiums and other related expenses of all employees directly engaged in the operation, cleaning, maintenance and security of the Building; costs of Building employee uniforms and cleaning thereof; the cost of fair rental value of a Building management office; and the management fees payable by Landlord (excluding brokerage commissions for leasing) if management of the Building is contracted to a third party; (b) All supplies and materials used in the operation, cleaning, maintenance and security of the Office Area of the Building and all of its machinery and equipment; (c) Cost of utilities, including water and power for heating, lighting, air conditioning and ventilating the entire Office Area of the Building (including all common and service areas), fuel adjustment charges, sewer use charges and any utility taxes; (d) Cost of all management, maintenance, security and service agreements for the Office Area of the Building and the equipment therein, including, without limitation, alarm service, trash removal, window cleaning and elevator maintenance; (e) Accounting costs, including the costs of audits by certified public accountants, pertaining solely to the management and operation of the Office Area of the Building; (f) Cost of all insurance, including, without limitation, fire, casualty, liability and rental value insurance applicable to the Office Area of the Building and Landlord's personal property taxes; management fees used in connection with the operation and maintenance of the Office Area of the Building; (but not g) Cost of repairs, replacements and general maintenance of the Office Area of the Building and each part thereof (excluding repairs, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties, and alterations attributable solely to other tenants of the Office Area of the Building); (h) Snow removal, landscaping and any and all other common area maintenance costs related to the Common Areas in excess the Office Area of management fees charged by comparable owners of comparable buildings in Xxxxxx County, New Jersey); laborthe Building, including all wages sidewalks and salarieslandscaping on the Building Site ; social security and other taxes and (i) Amortization over the anticipated useful life pursuant to generally accepted accounting principles of capital improvements made to the Office Area of the Building subsequent to the commencement date of this Lease which may be levied against Landlord upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment required by governmental authorities or which will improve the operating efficiency of the Office Area of the Building resulting in a reduction of Operating Cost. (which are not j) Cost of all insurance required to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as the “Operating Costs” in this Lease); maintained by Landlord herein including but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining the Landlord’s corporate existence; franchise taxes; any expenditures required limited to be capitalized for federal income tax purposesterrorism coverage, unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, in which event the costs thereof shall be included. Notwithstanding anything contained herein to the contrary, any additional costs incurred extent not covered by Landlord during the Calendar Year by reason of Landlord or any of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and such costs and expenses will not be included in Operating Costs(f) above.

Operating Cost. Escalation -- If – Commencing on January 1, 2014, if the Operating Costs incurred for the Real Property for any Lease Year or Partial Lease Year during the Term will be greater than the Base Operating Costs (reduced proportionately to correspond to the duration of periods less than a Lease Year), then Tenant will pay to Landlord, as Additional Rent, Tenant’s 's Percentage of all such excess Operating Costs. Operating Costs will include Landlord’s costs include, by way of maintaining, repairing illustration and operating the Building and the Real Property including, but not limited toof limitation: personal property taxes; management fees (but not as are reasonable and customary in excess the Xxxxxx County area; labor for Building personnel up to the level of management fees charged by comparable owners of comparable buildings in Xxxxxx County, New Jersey); laborSenior Property Manager, including all wages and salaries; social security and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (which are not required to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as the “Operating Costs” in this Lease); but not including any expense that would otherwise be included as part of the management fee billed hereunder; depreciation of Building or equipment; interest, ground rent, financing costs or debt service costs; income or excess profits taxes; costs of maintaining the Landlord’s corporate existence; franchise taxes; costs and expenses which are attributable to repairs or replacements to the extent covered by insurance or warranties, or are otherwise paid for by a third party; any expenditures required to be capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, and in which either event the costs thereof shall be included. Notwithstanding anything contained herein included to the contraryextent set forth herein below; operating reserves; any repairs or replacements necessitated by Landlord’s negligence or willful acts; Real Estate Taxes; brokerage expenses, marketing expenses, work done to prepare space for tenant occupancy, rent concessions, construction allowances; services provided for a particular tenant or occupant of the Building but not otherwise available to all tenants of the Building; costs of complying with Legal Requirements, except as expressly permitted herein; interest, late charges or penalties incurred as a result of Landlord’s failure to pay bills in a timely manner; the cost of investigating, monitoring or remedying any additional environmental condition or hazardous substances (excluding routine monitoring); any expenses which are included within any other charge payable under this Lease; expenses related to the operation, repair and maintenance of any cafeteria or other, similar type of Building amenity (excluding the fitness center); costs incurred in connection with lawsuits or other legal actions (including, without limitation, arbitrations and mediations) instituted or defended by Landlord during the Calendar Year by reason of Landlord; and costs and expenses payable to Landlord or any affiliate of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in Base Operating Costs. In additionLandlord, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and to the extent that such costs and expenses will not exceed competitive costs and expenses for materials and services by unrelated persons or entities of similar skill and experience. If any of the goods or services to be provided by Landlord are provided to buildings and properties other than the Real Property, then Landlord shall make an equitable allocation of such goods and services among all of the buildings and properties benefiting from such goods and services, and only the portion allocable to the Real Property shall be included in Operating Costs. If any item within the definition of Operating Costs is capitalized under generally accepted accounting principles, then: (A) the cost of any such item shall only be included in Operating Costs if such repair, replacement or improvement (i) is necessary to comply with any governmental or quasi-governmental law, statute, or­dinance, rule, order, requirements or regulation, which is enacted or promulgated after the date hereof, (ii) is reasonably intended to reduce Operating Costs, or (iii) constitutes a replacement which in Landlord's reasonable judgment is economically prudent to make in lieu of repairs; (B) the cost thereof shall be amortized on a straight-line basis over the lesser of ten (10) years, or the useful life of such item; and (C) there shall be included in Operating Costs in each Lease Year such portion of the amortization period which occurs during the Term; provided, however, that all amounts thereof included in Operating Costs in any Lease Year subsequent to the year paid shall have added thereto interest (at the rate equal to two (2) percentage points in excess of the prime rate as established by Chase Manhattan Bank, or its successor) from the date Landlord incurred such cost.

Operating Cost. Escalation -- If (a) Operating Cost shall mean all expenses and costs of every kind and nature incurred by Landlord in its reasonable business judgment which Landlord shall pay or become obligated to pay because of or in connection with the management, maintenance, preservation or operation of the Building (determined in accordance with generally accepted accounting principles, consistently applied) including, but not limited to the following: (1) Expenses of the operation, maintenance and security of the Building, including compensation in the form of wages, salaries, and other compensation and benefits (including payroll taxes, federal, state and local unemployment taxes and social security taxes), insurance, welfare and retirement benefits, and related expenses and benefits of all on-site employees (not exceeding the level of property manager) and off-site employees (but only to the extent such employees are involved directly in the operation, maintenance, management and preservation of the Building, and with respect to off-site employees above the level of the property manager directly responsible for the Building, only so long as Xxxxx Interests Limited Partnership or an affiliate thereof is managing the Building; it being agreed that the manner in which Landlord allocates the expenses for such off-site employees and categories to which such expenses are allocated will not change from the manner utilized by Landlord as of the date of this Lease and Landlord agrees to certify that such manner and categories have not changed (the "Allocable Share Certification") in connection with the delivery by Landlord to Tenant of the statement of the Operating Costs Cost and Impositions pursuant to Section 2.06) but excluding employees and other personnel to the extent they are engaged in the initial development and construction of the Building; (2) The Building's allocable share of the cost incurred by Landlord in Greater Boston for Landlord's office and management office operation for the Real Property Building (provided, however, that if such office is located outside the Project, such allocable share shall not exceed the allocable share of the cost which would have been incurred had the office been located within the Project); (3) All tools, supplies materials and equipment used in the operation and maintenance of the Building (the "Building Equipment"), including rental fees for the same, if such items are not purchased and amortized, or, if Landlord in its reasonable business judgement determines that it is ultimately less costly to purchase than to rent, then the cost of such Building Equipment, as amortized by Landlord in accordance with requirements governing the amortization of such Building Equipment under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing); (4) Utilities, including water and power, sewer, gas, heating, lighting, air conditioning and ventilating the entire Building (provided, however, that should any tenant in the Building, including Tenant, have special needs or uses requiring the use of any such utility beyond the ordinary for a typical tenant in a first-class office building like the Building, as determined by Landlord in its reasonable judgment (which, in the case of electrical usage, is established pursuant to Section 3.01(a)(v) and (vi)), Landlord shall monitor such additional usage by the installation of meters or by other reasonable means, exclude the cost of such additional usage from the Operating Cost and xxxx the tenant directly therefor); (5) All maintenance, janitorial and service agreements or costs for the Building, including, without limitation, alarm service, landscaping, window cleaning, escalator and elevator maintenance, rubbish and snow removal, pest control, equipment maintenance or servicing or maintenance or cleaning for sidewalks, Building exterior, roof and service areas (provided, however, that the additional cost for any such services beyond the ordinary for providing such services to typical tenants in a first-class office building like the Building or which are made necessary by the special needs or uses of any party, including Tenant, as determined by Landlord in its reasonable judgment, shall not be included in the Operating Cost but shall be billed directly to such party); (6) A management cost recovery in connection with the operation of the Building; Tenant's share to be three percent (3%) of all Gross Rent, excluding such cost recovery; (7) Legal and accounting services for the Building, including the costs of audits by certified public accountants; excluding, however, the cost of dispute resolution auditing of the Operating Cost or Impositions pursuant to leases with tenants in the Building, costs incurred as a result of the negligence or willful misconduct of Landlord or Landlord Responsible Parties, costs incurred in proceedings against any specific tenant, and costs incurred in connection with the financing, refinancing, leasing, development and/or construction of, the Building; (8) All insurance premiums and costs applicable to the Building and Landlord's personal property used in connection therewith, including but not limited to, the premiums and cost of fire, casualty and liability coverage and rental abatement or business interruption insurance; (9) Repairs (including, where necessary, replacements which do not constitute capital improvements) together with reasonable financing charges until the full cost of such repairs is repaid to Landlord by tenants in the Building (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) and general maintenance (except for repairs the cost of which is paid for by, or would have been paid for by, the proceeds of insurance which Landlord is required to carry pursuant to Section 5.01 of this Lease Year or Partial Lease Year which are paid for directly by Tenant or other third parties, and except for alterations to the extent attributable to tenants of the Building); (10) Capital improvements made to the Building, including replacements as amortized by Landlord in accordance with requirements governing the amortization of such capital improvements under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) subsequent to the Completion Date which (i) are designed to and will improve the operating efficiency of the Building, or (ii) may be required by governmental authorities pursuant to applicable laws, ordinances or regulations subsequent to the approval of the Initial Tenant Improvement Plans (other than those which are required for the exclusive benefit of an individual tenant or tenants and not relating to the general use or operation of the Building); provided, however, that the amount of such amortization and financing charges for items in (i) above shall not exceed in any year the amount of costs reasonably determined by Landlord to have been saved in such year by the expenditure either through direct reduction or minimization of increases which would have otherwise occurred, and provided further that with respect to (ii) above, Landlord shall take reasonable steps to comply with such governmental requirements in the most economical manner. (b) Notwithstanding any other provision herein to the contrary, in the event that the Building is not fully occupied during any year of the Term will Term, an adjustment shall be made in computing those items constituting components of Operating Cost which vary depending on the level of occupancy of the Building for such year so that Operating Cost shall be extrapolated and computed as though the Building had been fully occupied during such year; provided, however, that in no event shall Landlord collect in total, from Tenant and all other tenants of the Building, an amount greater than one hundred percent (100%) of the Base actual Operating Costs Cost during any year of the Term. (reduced proportionately to correspond c) Notwithstanding the foregoing, Operating Cost shall not include any costs and expenses excluded expressly by the provisions of subsection (a) above or any costs and expenses relating to: (1) the management, maintenance, preservation or operation of (i) the Parking Section, (ii) the Commercial Section, to the duration extent constituting leasable space for tenants of periods less than a Lease Year)the Commercial Section, then Tenant will pay and (iii) the Common Areas to Landlord, as Additional Rent, Tenant’s Percentage the extent reasonably allocable to the Parking Section or the Commercial Section; (2) any special needs or uses of all such excess Operating Costs. Operating Costs will include Landlord’s tenants with respect to storage areas resulting in extraordinary costs of or expenses in connection with maintaining, repairing and operating such storage areas; (3) leasing commissions or tenants inducements associated with leasing activities; (4) costs or improvements to any tenant's leased premises or otherwise exclusively for the Building benefit of an individual tenant; (5) principal, interest, late charges or other payments on loans (except as provided in (a)(3), (a)(9) or (a)(10) above), ground rent, rent paid for the right to locate Project Common Areas or Loading Docks outside of the Building, or payments on equity obligations; (6) costs of repairing, replacing or otherwise correcting defects in the design or construction of the Project, or design or construction defects in any leasehold improvements in rentable areas of the Building; (7) leasing commissions, attorneys' fees, costs and disbursements and other expenses, any of which are incurred in connection with negotiations or disputes with tenants or prospective tenants, except with respect to disputes with other tenants the Real Property includingresolution of which is reasonably likely to result in a material benefit to the tenants of the Project (other than costs incurred in connection with the lease termination and eviction of any tenant); (8) depreciation and amortization of the Project or equipment, except as provided in (a)(3) and (a)(10) above; (9) expenses in connection with services of a type which Tenant does not receive under this Lease but not limited to: personal property taxes; management fees which are provided to another tenant; (but not 10) fines, penalties or indemnification obligations incurred due to violations by Landlord or Landlord Responsible Parties of any governmental rule or authority, or any agreement made in connection therewith with a governmental entity, and any costs of remedying such violations or defending the prosecution thereof (except for the costs of remedying such violations to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10)); (11) all amounts paid to principals, subsidiaries, affiliates or other parties related to Landlord for services for the Project in excess of management fees charged the amount payable for comparable services provided by comparable owners of comparable buildings in Xxxxxx Countya party who is not a principal, New Jersey); laborsubsidiary, affiliate or otherwise related party; (12) costs and expenses to the extent related to the ownership (as distinguished from operation and maintenance, including all wages the charges contemplated by (a)(2) above) of the Project; (13) any particular items and salaries; social security services for which Tenant otherwise reimburses Landlord by direct payment over and other taxes which may be levied against Landlord upon above Base Rent and Tenant's Proportionate Share of Operating Cost; (14) advertising, marketing, promotional and like expenditures; (15) costs of refinancing the Project; (16) interest or penalties resulting from delinquent payments by Landlord, provided such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (which delinquent payments are not caused by Tenant; (17) repairs or other work occasioned by fire, windstorm or other casualty to the extent covered by insurance required to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according carried by Landlord hereunder, or by the exercise of the right of eminent domain, or voluntary conveyance in lieu thereof, to standard accounting practices the extent reimbursed by condemnation proceeds; (collectively referred to as the “Operating Costs” in this Lease); but not including depreciation of Building or equipment; interest; income or excess profits taxes; 18) Landlord's costs of maintaining the Landlord’s corporate existence; franchise taxes; any expenditures required to be capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, in which event the costs thereof shall be included. Notwithstanding anything contained herein electricity and other services to the contrary, any extent they are separately chargeable to tenants as an additional charge or rental over and above the regular installments of rent payable under the lease with such tenant; (19) costs incurred by Landlord during which are considered capital improvements and replacements under generally accepted accounting principles ("GAAP") including contributions to replacement or contingency reserves created by Landlord, except as provided in (a)(3) or (a)(10) above; (20) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; and (21) costs for the Calendar Year purchase of sculpture, paintings, or other objects of art, and any royalties payable in connection therewith; and (22) the cost of any curative action required, or any repair, replacement or alteration made, by reason Landlord (or by a third party, the cost of which is imposed upon Landlord) to remedy a condition or damage caused by or resulting from the negligence or willful misconduct of Landlord or any Landlord Responsible Parties, and, except to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10), the costs of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” governmental or insurance requirements to the extent caused by a condition existing as of the date the Initial Tenant Improvement Plans are approved unless and such costs and expenses will not be included in Operating Coststo the extent caused by Tenant.

Operating Cost. Escalation -- If Lessee shall pay no portion of the Operating Costs incurred for Shopping Center Remainder’s operating or any other costs. Any amount owed by Lessee to Lessor which is not paid when due shall bear interest from the Real due date of such amount at the lower of (i) ten percent (10%) per annum, or (ii) the maximum legal interest rate permitted by law. However; interest shall not be payable on late charges to be paid by Lessee under this Lease. The payment of interest on such amounts shall not excuse or cure any default by Lessee under this Lease. Except as set forth in Section 00 of this Lease, Lessee, at its sole cost and expense, will obtain all applicable governmental approvals and will, at Lessee’s sole cost and expense, cause all existing improvements located on the Property for any Lease Year or Partial Lease Year during the Term to be demolished and will cause to be greater than the Base Operating Costs (reduced proportionately to correspond constructed, at Lessee’s sole cost and expense, improvements, in a good and workmanlike and lien-free manner, on and adjacent to the duration Property consisting of periods less than grading, paving, lighting and landscaping necessary or beneficial to convert the Property to its intended use as a Lease Year), then Tenant will pay parking lot and for ingress and egress to Landlord, as Additional Rent, Tenant’s Percentage of all such excess Operating Costs. Operating Costs will include Landlord’s costs of maintaining, repairing and operating the Building adjacent property owned or leased by Lessee and the Real Property includingShopping Center Remainder, but not limited to: personal property taxes; management fees other parking areas, pedestrian walkways and landscaping, consistent with the Preliminary Plans and Specifications and Preliminary Cost Estimates (but not the “Preliminary Plans and Specifications”),which are attached hereto as Exhibit C and by this reference made a part hereof (the “Improvements”). Subject to Lessor’s consent set forth in excess Section 3.10 of management fees charged by comparable owners this Lease, the Improvements shall conform to the Preliminary Plans and Specifications unless modification is necessary to comply with local building codes or other requirements of comparable buildings in Xxxxxx County, New Jersey); labor, including all wages and salaries; social security and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (which are not required local municipalities. Lessor shall cause to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal remediated and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as the “Operating Costs” in this Lease); but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining the Landlord’s corporate existence; franchise taxes; any expenditures required to be capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, in which event the costs thereof shall be included. Notwithstanding anything contained herein to the contrary, any additional costs incurred by Landlord during the Calendar Year by reason of Landlord or any of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord associated with, arising from or related to any required or beneficial asbestos remediation with respect to the demolition of the current improvements on the Property. At Lessor’s cost, Lessor shall promptly cause the Property and the Fountain Property to be legally subdivided and separated from the Shopping Center (resulting in connection with complying with any “homeland security” requirements a third parcel which will be the Shopping Center Remainder), and such costs shall obtain a separate assessor’s parcel number and expenses will not be included in Operating Costsseparate Real Property Tax billing for each of the three (3) subdivided parcels. Lessee and Lessor have approved and agreed upon the Preliminary Plans and Specifications for the Improvements to the Property.

Operating Cost. Escalation -- If That portion of the Operating Costs incurred Building that is designated as office space for purposes of this Lease is located on the Real Property for any Lease Year or Partial Lease Year during the Term will be greater than the Base Operating Costs (reduced proportionately to correspond to the duration second, third, fourth and fifth floors of periods less than a Lease Year), then Tenant will pay to Landlord, as Additional Rent, Tenant’s Percentage of all such excess Operating Costs. Operating Costs will include Landlord’s costs of maintaining, repairing and operating the Building and includes approximately 98,216 square feet of Rentable Area (“Office Area”). Areas of the Real Property 1st floor shall not be deemed Office Area regardless of their use. In addition to the Basic Rent on the 5th Floor Space, Tenant shall pay each calendar year as part of the Rental Tenant’s Proportionate Share of the amount by which the Office Area Operating Cost, grossed up as if the Office Area of the Building were 100% occupied, for the Building in any calendar year exceeds the “Basic Operating Cost” of Five Hundred Eighty-Seven Thousand Three Hundred Thirty-One and 68/100 Dollars ($587,331.68); any such excess may be referred to herein as “Excess Operating Cost.” Landlord represents and warrants to Tenant that the Basic Operating Cost was grossed up as if the Office Area of the Building was 100% occupied. Except to the extent herein otherwise provided, the term “Operating Cost” as used herein shall mean all expenses and costs (but not Excluded Operating Expenses or specific costs which are separately billed to and paid or reimbursed by specific tenants) of every kind and nature which Landlord shall actually pay or incur because of or in connection with the ownership and operation of the Office Area of the Building during a calendar year, as determined by Landlord in accordance with generally accepted accounting principles, consistently applied, and with sound management practices generally accepted with respect to the operation and maintenance of first class office buildings in Xxxxxx County, Indiana (“Comparable Office Buildings”), including, but not limited to: , the following: (a) Wages, salaries, fringe benefit costs, payroll taxes, unemployment compensation payments, workmen’s compensation insurance premiums and other related expenses of all employees directly engaged in the operation, cleaning, maintenance and security of the Building; costs of Building employee uniforms and cleaning thereof; the cost of fair rental value of a Building management office; and the management fees payable by Landlord (excluding brokerage commissions for leasing) if management of the Building is contracted to a third party; (b) All supplies and materials used in the operation, cleaning, maintenance and security of the Office Area of the Building and all of its machinery and equipment; (c) Cost of utilities, including water and power for heating, lighting, air conditioning and ventilating the entire Office Area of the Building (including all common and service areas), fuel adjustment charges, sewer use charges and any utility taxes; (d) Cost of all management, maintenance, security and service agreements for the Office Area of the Building and the equipment therein, including, without limitation, alarm service, trash removal, window cleaning and elevator maintenance; (e) Accounting costs, including the costs of audits by certified public accountants, pertaining solely to the management and operation of the Office Area of the Building; (f) Cost of all insurance, including, without limitation, fire, casualty, liability and rental value insurance applicable to the Office Area of the Building and Landlord’s personal property taxes; management fees used in connection with the operation and maintenance of the Office Area of the Building; (but not g) Cost of repairs, replacements and general maintenance of the Office Area of the Building and each part thereof (excluding repairs, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties, and alterations attributable solely to other tenants of the Office Area of the Building); (h) Snow removal, landscaping and any and all other common area maintenance costs related to the Common Areas in excess the Office Area of management fees charged by comparable owners of comparable buildings in Xxxxxx County, New Jersey); laborthe Building, including all wages sidewalks and salarieslandscaping on the Building Site ; social security and other taxes and (i) Amortization over the anticipated useful life pursuant to generally accepted accounting principles of capital improvements made to the Office Area of the Building subsequent to the commencement date of this Lease which may be levied against Landlord upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment required by governmental authorities or which will improve the operating efficiency of the Office Area of the Building resulting in a reduction of Operating Cost. (which are not j) Cost of all insurance required to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as the “Operating Costs” in this Lease); maintained by Landlord herein including but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining the Landlord’s corporate existence; franchise taxes; any expenditures required limited to be capitalized for federal income tax purposesterrorism coverage, unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, in which event the costs thereof shall be included. Notwithstanding anything contained herein to the contrary, any additional costs incurred extent not covered by Landlord during the Calendar Year by reason of Landlord or any of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and such costs and expenses will not be included in Operating Costs(f) above.

Operating Cost. Escalation -- If (a) Operating Cost shall mean all expenses and costs of every kind and nature incurred by Landlord in its reasonable business judgment which Landlord shall pay or become obligated to pay because of or in connection with the management, maintenance, preservation or operation of the Building (determined in accordance with generally accepted accounting principles, consistently applied) including, but not limited to the following: (1) Expenses of the operation, maintenance and security of the Building, including compensation in the form of wages, salaries, and other compensation and benefits (including payroll taxes, federal, state and local unemployment taxes and social security taxes), insurance, welfare and retirement benefits, and related expenses and benefits of all on-site employees (not exceeding the level of property manager) and off-site employees (but only to the extent such employees are involved directly in the operation, maintenance, management and preservation of the Building, and with respect to off-site employees above the level of the property manager directly responsible for the Building, only so long as Xxxxx Interests Limited Partnership or an affiliate thereof is managing the Building; it being agreed that the manner in which Landlord allocates the expenses for such off-site employees and categories to which such expenses are allocated will not change from the manner utilized by Landlord as of the date of this Lease and Landlord agrees to certify that such manner and categories have not changed (the “Allocable Share Certification”) in connection with the delivery by Landlord to Tenant of the statement of the Operating Costs Cost and Impositions pursuant to Section 2.06) but excluding employees and other personnel to the extent they are engaged in the initial development and construction of the Building; (2) The Building’s allocable share of the cost incurred by Landlord in Greater Boston for Landlord’s office and management office operation for the Real Property Building (provided, however, that if such office is located outside the Project, such allocable share shall not exceed the allocable share of the cost which would have been incurred had the office been located within the Project); (3) All tools, supplies materials and equipment used in the operation and maintenance of the Building (the “Building Equipment”), including rental fees for the same, if such items are not purchased and amortized, or, if Landlord in its reasonable business judgement determines that it is ultimately less costly to purchase than to rent, then the cost of such Building Equipment, as amortized by Landlord in accordance with requirements governing the amortization of such Building Equipment under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing); (4) Utilities, including water and power, sewer, gas, heating, lighting, air conditioning and ventilating the entire Building (provided, however, that should any tenant in the Building, including Tenant, have special needs or uses requiring the use of any such utility beyond the ordinary for a typical tenant in a first-class office building like the Building, as determined by Landlord in its reasonable judgment (which, in the case of electrical usage, is established pursuant to Section 3.01(a)(v) and (vi)), Landlord shall monitor such additional usage by the installation of meters or by other reasonable means, exclude the cost of such additional usage from the Operating Cost and xxxx the tenant directly therefor); (5) All maintenance, janitorial and service agreements or costs for the Building, including, without limitation, alarm service, landscaping, window cleaning, escalator and elevator maintenance, rubbish and snow removal, pest control, equipment maintenance or servicing or maintenance or cleaning for sidewalks, Building exterior, roof and service areas (provided, however, that the additional cost for any such services beyond the ordinary for providing such services to typical tenants in a first-class office building like the Building or which are made necessary by the special needs or uses of any party, including Tenant, as determined by Landlord in its reasonable judgment, shall not be included in the Operating Cost but shall be billed directly to such party); (6) A management cost recovery in connection with the operation of the Building; Tenant’s share to be three percent (3%) of all Gross Rent, excluding such cost recovery; (7) Legal and accounting services for the Building, including the costs of audits by certified public accountants; excluding, however, the cost of dispute resolution auditing of the Operating Cost or Impositions pursuant to leases with tenants in the Building, costs incurred as a result of the negligence or willful misconduct of Landlord or Landlord Responsible Parties, costs incurred in proceedings against any specific tenant, and costs incurred in connection with the financing, refinancing, leasing, development and/or construction of, the Building; (8) All insurance premiums and costs applicable to the Building and Landlord’s personal property used in connection therewith, including but not limited to, the premiums and cost of fire, casualty and liability coverage and rental abatement or business interruption insurance; (9) Repairs (including, where necessary, replacements which do not constitute capital improvements) together with reasonable financing charges until the full cost of such repairs is repaid to Landlord by tenants in the Building (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) and general maintenance (except for repairs the cost of which is paid for by, or would have been paid for by, the proceeds of insurance which Landlord is required to carry pursuant to Section 5.01 of this Lease Year or Partial Lease Year which are paid for directly by Tenant or other third parties, and except for alterations to the extent attributable to tenants of the Building); (10) Capital improvements made to the Building, including replacements as amortized by Landlord in accordance with requirements governing the amortization of such capital improvements under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) subsequent to the Completion Date which (i) are designed to and will improve the operating efficiency of the Building, or (ii) may be required by governmental authorities pursuant to applicable laws, ordinances or regulations subsequent to the approval of the Initial Tenant Improvement Plans (other than those which are required for the exclusive benefit of an individual tenant or tenants and not relating to the general use or operation of the Building); provided, however, that the amount of such amortization and financing charges for items in (i) above shall not exceed in any year the amount of costs reasonably determined by Landlord to have been saved in such year by the expenditure either through direct reduction or minimization of increases which would have otherwise occurred, and provided further that with respect to (ii) above, Landlord shall take reasonable steps to comply with such governmental requirements in the most economical manner. (b) Notwithstanding any other provision herein to the contrary, in the event that the Building is not fully occupied during any year of the Term will Term, an adjustment shall be made in computing those items constituting components of Operating Cost which vary depending on the level of occupancy of the Building for such year so that Operating Cost shall be extrapolated and computed as though the Building had been fully occupied during such year; provided, however, that in no event shall Landlord collect in total, from Tenant and all other tenants of the Building, an amount greater than one hundred percent (100%) of the Base actual Operating Costs Cost during any year of the Term. (reduced proportionately to correspond c) Notwithstanding the foregoing, Operating Cost shall not include any costs and expenses excluded expressly by the provisions of subsection (a) above or any costs and expenses relating to: (1) the management, maintenance, preservation or operation of (i) the Parking Section, (ii) the Commercial Section, to the duration extent constituting leasable space for tenants of periods less than a Lease Year)the Commercial Section, then Tenant will pay and (iii) the Common Areas to Landlord, as Additional Rent, Tenant’s Percentage the extent reasonably allocable to the Parking Section or the Commercial Section; (2) any special needs or uses of all such excess Operating Costs. Operating Costs will include Landlord’s tenants with respect to storage areas resulting in extraordinary costs of or expenses in connection with maintaining, repairing and operating such storage areas; (3) leasing commissions or tenants inducements associated with leasing activities; (4) costs or improvements to any tenant’s leased premises or otherwise exclusively for the Building benefit of an individual tenant; (5) principal, interest, late charges or other payments on loans (except as provided in (a)(3), (a)(9) or (a)(10) above), ground rent, rent paid for the right to locate Project Common Areas or Loading Docks outside of the Building, or payments on equity obligations; (6) costs of repairing, replacing or otherwise correcting defects in the design or construction of the Project, or design or construction defects in any leasehold improvements in rentable areas of the Building; (7) leasing commissions, attorneys’ fees, costs and disbursements and other expenses, any of which are incurred in connection with negotiations or disputes with tenants or prospective tenants, except with respect to disputes with other tenants the Real Property includingresolution of which is reasonably likely to result in a material benefit to the tenants of the Project (other than costs incurred in connection with the lease termination and eviction of any tenant); (8) depreciation and amortization of the Project or equipment, except as provided in (a)(3) and (a)(10) above; (9) expenses in connection with services of a type which Tenant does not receive under this Lease but not limited to: personal property taxes; management fees which are provided to another tenant; (but not 10) fines, penalties or indemnification obligations incurred due to violations by Landlord or Landlord Responsible Parties of any governmental rule or authority, or any agreement made in connection therewith with a governmental entity, and any costs of remedying such violations or defending the prosecution thereof (except for the costs of remedying such violations to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10)); (11) all amounts paid to principals, subsidiaries, affiliates or other parties related to Landlord for services for the Project in excess of management fees charged the amount payable for comparable services provided by comparable owners of comparable buildings in Xxxxxx Countya party who is not a principal, New Jersey); laborsubsidiary, affiliate or otherwise related party; (12) costs and expenses to the extent related to the ownership (as distinguished from operation and maintenance, including all wages the charges contemplated by (a)(2) above) of the Project; (13) ny particular items and salaries; social security services for which Tenant otherwise reimburses Landlord by direct payment over and other taxes which may be levied against Landlord upon above Base Rent and Tenant’s Proportionate Share of Operating Cost; (14) advertising, marketing, promotional and like expenditures; (15) costs of refinancing the Project; (16) interest or penalties resulting from delinquent payments by Landlord, provided such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (which delinquent payments are not caused by Tenant; (17) repairs or other work occasioned by fire, windstorm or other casualty to the extent covered by insurance required to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according carried by Landlord hereunder, or by the exercise of the right of eminent domain, or voluntary conveyance in lieu thereof, to standard accounting practices the extent reimbursed by condemnation proceeds; (collectively referred to as the “Operating Costs” in this Lease); but not including depreciation of Building or equipment; interest; income or excess profits taxes; 18) Landlord’s costs of maintaining the Landlord’s corporate existence; franchise taxes; any expenditures required to be capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, in which event the costs thereof shall be included. Notwithstanding anything contained herein electricity and other services to the contrary, any extent they are separately chargeable to tenants as an additional charge or rental over and above the regular installments of rent payable under the lease with such tenant; (19) costs incurred by Landlord during which are considered capital improvements and replacements under generally accepted accounting principles (“GAAP”) including contributions to replacement or contingency reserves created by Landlord, except as provided in (a)(3) or (a)(10) above; (20) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; and (21) costs for the Calendar Year purchase of sculpture, paintings, or other objects of art, and any royalties payable in connection therewith; and (22) the cost of any curative action required, or any repair, replacement or alteration made, by reason Landlord (or by a third party, the cost of which is imposed upon Landlord) to remedy a condition or damage caused by or resulting from the negligence or willful misconduct of Landlord or any Landlord Responsible Parties, and, except to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10), the costs of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage of all costs and expenses incurred by Landlord in connection with complying with any “homeland security” governmental or insurance requirements to the extent caused by a condition existing as of the date the Initial Tenant Improvement Plans are approved unless and such costs and expenses will not be included in Operating Coststo the extent caused by Tenant.