Common use of Operating Costs Clause in Contracts

Operating Costs. (a) As additional Rent, Tenant shall pay Tenant’s Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Project.

Operating Costs. (a) As additional It is expressly agreed that Tenant will pay in addition to Fixed Basic Rent provided in Paragraph 3 above, Additional Rent for all of Landlord's costs of operating and maintaining the Building so that the Fixed Basic Rent shall be absolutely net to Landlord, except as otherwise specifically set forth in this Lease. Tenant shall pay to Landlord, as Additional Rent, Tenant's Percentage, as defined in the Preamble of all operating and maintenance costs incurred by Landlord for the Building and Office Building area for any Calendar Year (or proportionate part thereof if the Lease was not in effect during the entire Calendar Year ("Operating Costs Payment") Operating costs shall include, by way of illustration and not of limitation: personal property taxes; management fees at an initial rate of $40,000.00 with reasonable yearly increases thereafter of five (5%) percent; labor, including all wages and salaries; fringe benefits; social security taxes, and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and cleaning services, maintenance for structural and non-structural repairs whether ordinary or extraordinary; maintenance and service contracts; the cost of all HVAC, electric, water, sewer, gas and other utilities for the Building, common facilities and common areas not otherwise billed to Tenant, but not including utility and energy costs for which any other tenant is to pay separately pursuant to a check meter or other measuring device; painting; wall and window washing; laundry and towel service; tools and equipment; fire and other insurance, trash removal, repair, maintenance and replacement of roofs, parking area, curbs and walkways; snow removal; public amenities; and all other items properly constituting direct operating costs according to standard accounting practices, provided that the contract price charged to Landlord for all of the above shall be at commercially reasonable prices usually charged for similar buildings in similar locations (hereinafter collectively referred to as the "Operating Costs"), but not including, brokerage commissions, leasing commissions, finder's fees, space planner fees and other similar type fees, salaries and fringe benefits for Landlord's executives above the rank of building manager; costs of repairs or replacements incurred by reason of fire or other casualty or condemnation; costs for constructing a tenant installation for any individual tenant at the Building, or amounts contributed to any such tenant in lieu thereof, or any other tenant allowances granted as an inducement to enter into a lease; amounts received by Landlord through proceeds of insurance or by any manufacturer's warranty to the extent the proceeds are compensation for expenses which were previously included in Operating Costs hereunder; advertising and promotional expenditures; costs incurred or any specific compensation Landlord receives in performing work or funishing services for any new or existing tenant in the Building;rent and other charges payable in connection with any ground or underlying lease; amounts paid to affiliates of Landlord in excess of the amounts that would have been paid absent such relationship; costs of any special services rendered to a tenant of the Building which is not rendered generally to tenants therein; interest or penalties for late payments by Landlord; refinancing costs; legal, appraisal and auditing fees and court costs in connection with leasing space in the Building or in connection with proceedings or applications to reduce real estate tax assessments; all expenses for which Landlord has received reimbursement and any fines or penalties imposed by legal authorities having jurisdiction thereof by reason of such existing violations; rent payable with respect to any leasing office; management fees in excess of those referred to herein; costs incurred in operating the parking facilities for the Building except to the extent the cost of operating the parking facilities exceeds the revenues generated from operating the parking facilities; and costs incurred to test, survey, cleanup, contain, abate, remoxx, xr otherwise remedy hazardous waste or asbestos-containing materials from the Property unless the waste or asbestos-containing materials were in or on the Property because of Tenant's negligence or willful acts or omissions; depreciation of Building; interest, points and fees on debt or amortization on any mortgage or mortgages encumbering the Building and/or the land on which the Building is situated; income or excess profits taxes; costs of maintaining Landlord's corporate existence; franchise taxes; and expenditures required to be capitalized for federal income tax purposes, inclusive of renovations to and replacement of the Building and equipment, (which expenditures shall be amortized over their useful life in accordance with generally accepted accounting principles, consistently applied, and such amortization shall be included as an Operating Cost expense), unless said expenditures are for the purpose of reducing Operating Costs within the Building and Building Area or are required under any governmental law, ordinance or regulation, in which event the costs thereof shall be included. (b) Commencing as of the Commencement Date, Tenant shall pay its Tenant’s Share 's Percentage of all the Operating Costs. The purposes Tenant shall make estimated payments on account of this LeaseTenant's Percentage of these Operating Costs in monthly installments in advance on the first (1st) day of each month, the term “Tenant’s Share” shall mean one hundred percent equal to One-Twelfty (100%1/12th) of Tenant's Percentage of the Landlord's expenditures for Operating Costs incurred by Landlord with respect for the Calendar Year or part thereof immediately preceding the year in which to be made. Monthly payments in the Project. The term “Operating Costs” means the total amounts paid first full or payable by Landlord or others in connection partial Calendar Year commencing with the ownership, maintenance, repair, and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project Commencement Date shall be TEN THOUSAND AND 00/100 (“CC&Rs”$10,000.00); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Project.

Operating Costs. (a) As additional RentOperating Costs" are the costs of managing, operating, maintaining, repairing, redecorating, refurbishing and insuring the Building and all common areas and facilities within the Property (including, but not limited to, elevators, stairwells, loading areas, parking areas, pavements and walkways, landscaping, gardening, storm drainage, and other utility systems); the cost of utilities for such common areas and facilities; fire protection and security services, if any; traffic control equipment; repairs; parking lot striping; lighting; sanitary control; removal of snow, trash, rubbish, garbage and other refuse; depreciation on or rentals of machinery and equipment used in such maintenance; the cost of personnel to implement such services; all insurance of whatsoever nature kept, or caused to be kept, by Landlord out of or in connection with the ownership of the Building and common areas, including, but not limited to, insurance insuring the same against loss or damage by, or abatement of rental income resulting from, fire and other such hazards, casualties, and contingencies, and liability and indemnity insurance; plus Landlord's actual administrative and overhead costs in connection therewith. Such costs shall not include the cost of any capital improvements to the Building as determined under generally accepted accounting principles or work which Landlord performs specifically for or at the expense of any tenant of the Building. Operating Costs shall also include Landlord’s management fee which shall not exceed four percent (4%) of the gross rental receipts for the Building. "Operating Costs" shall also include all taxes (as hereinafter defined) assessed against the Property and Building, whether as a result of an increase in the tax rate, or the levy, assessment or imposition of any tax on real estate as such not now levied, assessed or imposed. The foregoing shall apply to increases in real estate taxes assessed against the land or Building generally, and not resulting from improvements placed thereon by Tenant. In the event of any increases in real estate taxes resulting from improvements, alterations or additions made by Tenant, Tenant shall pay Tenant’s Share the entire amount of said increase. "Taxes" as used herein shall include, but not by way of limitation, all Operating Costs. The purposes of this Leasepaving taxes, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownershipspecial paving taxes, maintenance, repairMetropolitan District Charges, and operation of any and all other benefits or assessments which may be levied on the Building and Property or the Project in a quality, first class condition, and includesBuilding, but is shall not limited to, all charges allocable to include any income tax on the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, income or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges rent payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Projecthereunder.

Operating Costs. (a) As additional Rent, Tenant shall pay Tenant’s Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” means shall mean the total amounts paid or payable of all of the costs incurred by Landlord or others in connection with relating to the ownership, maintenance, repair, and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration replacement of the Building Project to and the extent such persons were involved services provided tenants in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior AreasProject. By way of explanation and clarification, alarm but not by way of limitation, Operating Costs will include the costs and security systems expenses incurred for the following: Real Estate Taxes; pest control; trash and personnel garbage removal (if anyincluding dumpster rental), including the cost of preventative maintenance contracts; modifications to the Building Exterior security; Common Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Datedecorations; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operationrepairs, maintenance, cleaningand alteration of building systems, repairCommon Areas, and restoration other portions of the ProjectBuilding Project to be maintained by Landlord; the amounts paid under easements or other recorded agreements affecting the Building Project, including assessments paid to property owners’ associations; repairs, maintenance, replacements, and improvements that are appropriate for all suppliesthe continued operation of the Building Project as a first class building; improvements required by law; improvements in security systems; materials, tools, equipmentsupplies, and necessities equipment to enable Landlord to supply services that Landlord would otherwise have obtained from a third party; expenditures designed to result in savings or reductions in Operating Costs; landscaping, including fertilization and irrigation supply; parking area maintenance and supply; property management fees; all utilities serving the Building Project and not separately billed to or reimbursed by any tenant of the Building Project; cleaning; window washing, and janitorial services; all insurance customarily carried by owners of comparable buildings or required by any mortgagee of the Building Project; supplies; service and maintenance contracts for the Building Project; wages, salaries, and other benefits and costs of employees of the Landlord up to and including the building manager (including a pro rata share only of the wages and benefits of employees who are employed at more than one building, which pro rata share shall be determined by Landlord and shall be based on Landlord’s estimate of the percentage of time spent by the employees at the Building Project); legal, accounting, and administrative costs; and uniforms and working clothes for employees and the cleaning of them. Landlord may contract for the performance of some or all of the management and maintenance functions generally described in this section with entities that are occasioned affiliated with Landlord. If the roof of the Building is replaced by everyday wear and tear; Landlord during the Lease Term, then the costs of cleaning; such replacement to be included in Operating Costs shall be amortized on a straight line basis over the cost useful life of accounting services necessary such expenditure with an interest factor equal to compute charges payable the Wall Street Journal Prime Rate in effect at the time of Landlord's having incurred the expenditure, but in no event greater than the maximum rate of interest allowed by law. Notwithstanding the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes provisions of this Lease and for the avoidance of doubtSection stated above, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Project.not include:

Operating Costs. (a) As additional Rent, Tenant shall pay Tenant’s Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent " means (except as provided --------------- herein) 100%) % of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” means the total amounts actual expenses, costs and disbursements of any kind other than Taxes, paid or payable by Landlord or others in connection with the ownership, maintenance, repair, and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, leasing, management, maintenance, operation, administration operation and repair of all any part of the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith, including the cost of providing those services required to be furnished by Landlord under this Lease. Operating Costs shall not include (a) costs of alterations of tenant premises; (b) costs of capital improvements, except those intended to reduce Operating Costs, and those made to keep the Project in compliance with governmental requirements applicable from time to time, amortized by Landlord in accordance with sound accounting and management principles; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project ("Ground Lease"); (d) real estate brokers' leasing commissions; (e) any cost or expenditure for which Landlord is reimbursed by insurance proceeds or otherwise, except by Operating Cost Share Rent; (f) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (g) depreciation or amortization of any improvements, except as specifically set forth in this Lease; (h) costs of repairs, alterations or replacements caused by the exercise of the rights of imminent domain to the extent Landlord receives net condemnation proceeds therefor; (i) costs of electricity for individual tenant spaces, (j) costs of any special services rendered or costs reimbursed to other tenants which are not generally reimbursed or rendered to either retail or office tenants in the Building; (k) costs and expenses incurred in connection with leasing space in the Building, such as legal fees for the preparation of leases, tenant allowances, space planner fees and advertising and promotional expenses (1) court costs and legal fees incurred with regard to enforcing the obligations of tenants under other leases; (m) any expenses for services or items for which Tenant directly reimburses Landlord (other than as a component of Operating Expenses) or pays to third parties at Landlord's request; (n) costs and expenses incurred as a result of a violation by Landlord of the terms and conditions of any lease in the Building or of any law, statute or ordinance, or any debt agreement or ground lease; (o) costs and expenses of relocation of any tenants in the Building; (p) costs, fines or penalties incurred due to violation by Landlord of any governmental rule or law except as incurred by Landlord in challenging any law; (q) overhead and profit paid to subsidiaries of Landlord or entitles under common control with Landlord for services on or to the Building, but only to the extent that the cost of such services exceeds normal rates being paid for such services by owners of other first class office buildings in the Chicago metropolitan area; (r) wages, salaries or fringe benefits related to any employee above the rank of Building manager; (s) amounts of any political and charitable contributions paid by Landlord; (t) compensation paid to clerks or attendants in commercial concessions operated by Landlord, if any, except that Operating Expenses shall include such compensation if landlord deducts from the computation of Operating Expenses any profits derived by Landlord from such concession; (u) rentals or other related expenses incurred by Landlord in leasing Building systems and major Building components; and (v) costs of acquiring sculptures, paintings or other objects of art for the Building. If the Project is not fully leased during any portion of any fiscal year, Landlord may adjust (an "Equitable Adjustment") Operating Costs to equal what would have been incurred by Landlord had the Project been fully leased. For example, assume (i) the Building has ten floors; (ii) the Tenant occupies one floor and Tenant's Proportionate Share is ten percent (10%); (iii) the other nine floors are vacant; (iv) the cost of providing a particular service for Tenant's floor is $1,000. If Tenant paid Tenant's Proportionate Share of that cost, Tenant would pay $100. Instead, Landlord shall estimate the cost of such service for the Building if it were one hundred percent (100%) leased. Landlord would take into account any economies of scale; for example, the cost for the entire Building might be $9,000. The Landlord's estimate ($9,000) minus the actual cost incurred by the Landlord ($1000) equals the Equitable Adjustment ($8000). The Equitable Adjustment is added to the actual cost and Tenant pays Tenant's Proportionate Share of the total; in this example, Tenant would pay $9,000 times 10% or Project$900. This Equitable Adjustment shall apply only to Operating Costs which are variable and therefore increase as leasing of the Project increases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost to a tenant who has undertaken to perform such service itself, Operating Costs shall be increased by the amount which Landlord would have incurred if it had furnished the service to such tenant.

Operating Costs. (a) As Tenant shall, for the entire Term, pay to Landlord as an item of additional Rentrent, Tenant shall pay Tenant’s without any setoff or deduction therefrom, its Proportionate Share of all costs ("Operating Costs. The purposes of this Lease") which Landlord may incur in owning, maintaining and operating the term “Tenant’s Share” shall mean one hundred percent (100%) Project during each calendar year of the Term. "Proportionate Share" is defined as the % of Operating Costs incurred by Landlord with respect to the Project (the decimal equivalent of a fraction, the numerator of which is the rentable area of the Premises and the denominator of which is the rentable area within the entire Project). The term “"Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, " are defined to include all expenses and operation of the Building and the Project in a quality, first class condition, and includes, costs (but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities specific costs which are occasioned separately billed to and paid by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, individual tenants) of every kind and nature whatsoever, and which the Taxes, incurred by Landlord shall pay or become obligated to pay because of or in connection with the ownershipownership and operation of the Project and supporting facilities of the Project, managementincluding but not limited to all real estate taxes and annual installments of special or other assessments payable with respect to the Project; costs of any contest of such taxes, maintenanceincluding attorney's fees; management fees, operation(not to exceed 4% of gross receipts) insurance premiums, administration utility costs, security costs, costs of wages, maintenance costs (relating to the Project including sidewalks, landscaping and repair parking or service areas, common areas, service contracts, equipment and supplies) and all other costs of any nature whatsoever which for federal tax purposes may be expensed rather than capitalized, but exclusive only of leasing commissions, depreciation, costs of tenant improvements and payments of principal and interest on any mortgages, deeds of trusts, or other security devices covering the Project. Operating Costs shall also include the yearly amortization of capital costs incurred by the Landlord for improvements to the Project required to comply with any change in the laws, rules or regulations of any governmental authority having jurisdiction, or for purposes of reducing Operating Costs, which costs shall be amortized over the useful life of such improvements or repairs, as reasonably estimated by the Landlord. As soon as reasonably practicable prior to the commencement of each calendar year during the Term, Landlord shall furnish to Tenant an estimate of Operating Costs for the ensuing calendar year and Tenant's Proportionate Share thereof. Tenant shall pay, as additional rent hereunder together with each installment of Base Rent, one-twelfth (1/12th) of its estimated annual Proportionate Share of Operating Costs. As soon as reasonably practicable after the end of each calendar year during the Term, Landlord shall furnish to Tenant a statement of the actual Operating Costs for the previous calendar year, including Tenant's Proportionate Share of Operating Costs, and within thirty (30) days thereafter Tenant shall pay to Landlord, or Landlord shall credit to the next rent payments due Landlord from Tenant, as the case may be, any difference between the actual Operating Costs and the estimated Operating Costs paid by Tenant. Tenant's Proportionate Share of Operating Costs for the years in which this Lease commences and terminates shall be prorated by multiplying the actual Operating Costs by a fraction the numerator of which is the number of days of that year of the Term and the denominator of which is 365. Notwithstanding any other provision herein to the contrary, it is agreed that in the event that the Project is not fully occupied at any time during the Term, an adjustment shall be made in computing the Operating Costs for such year so that the Operating Costs shall be computed for such year as though the Project had been fully occupied during such year. For a period of one year following Tenant's receipt of Landlord's statement of actual Operating Costs, Landlord shall keep available for Tenant's inspection copies of all or any portion supporting statements relating to Operating Costs. During this period Tenant may audit Landlord's Operating Costs records upon reasonable notice to Landlord. The audit must be performed during regular business hours in the offices where Landlord maintains its accounting records. Within ten (10) business days after the date of the Building audit, Tenant will provide Landlord a copy of the audit. Tenant shall not have the right to audit while in monetary default. No subtenant will have the right to audit under this provision. AN assignee, approved by Landlord, may have the right to audit as provided herein, however, such right shall only apply to the assignee's term of occupancy in the Premises pursuant to the Lease. In the event a discrepancy of five percent (5%) or Projectmore is found in favor of Tenant, Landlord shall pay the cost of such audit.

Operating Costs. (a) As additional Rent, Tenant shall pay directly, or to Landlord, as applicable, all Operating Costs (defined below) of the Property in a timely manner and prior to delinquency. In the event Tenant fails to pay any Operating Cost within ten (10) days after written notice by Landlord to Tenant’s Share of all , and without being under any obligation to do so and without waiving any default by Tenant, Landlord may pay any delinquent Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Any Operating Costs incurred Cost paid by Landlord with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, Xxxxxxxx and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, expenses reasonably incurred by Landlord in connection with the payment of the delinquent Operating Cost, together with interest thereon at the Overdue Rate from the date paid by Landlord until the date repaid by Xxxxxx, may be billed immediately to Tenant, or at Landlord’s option and upon written notice to Tenant, may be deducted from the Security Deposit. “Operating Costs” means all costs and expenses relating to the ownership, managementmaintenance and operation of the Property including, but not limited to: insurance, maintenance, operationrepair and replacement of the foundation, administration roof, walls, heating, ventilation, air conditioning, plumbing, electrical, mechanical, utility and safety systems, paving and parking areas, roads and driveways; maintenance, repair and replacement of all exterior areas such as gardening and landscaping, snow removal and signage; maintenance, repair and replacement of roof membrane, flashings, gutters, downspouts, roof drains, skylights and waterproofing; painting; lighting; cleaning; refuse removal; security; utilities for, or the maintenance of, outside areas; building personnel costs; asset, property or administrative management fees incurred or attributable to the management of the Property; the costs, expenses, charges and assessments related to or arising from any covenants, conditions and restrictions affecting the Premises, or other matters of record; rentals or lease payments paid by Landlord for rented or leased personal property used in the operation or maintenance of the Premises; and fees for required licenses and permits. The terms “Operating Costs” and “Additional Rent” shall not include any costs and expenses relating to the off-site improvements described on Exhibit E, the on-site improvements described on Exhibit F, or any portion of off-site improvements related to or arising from any covenants, conditions and restrictions affecting the Building or ProjectPremises.

Operating Costs. (a) As additional It is expressly agreed that Tenant will pay in addition to Fixed Basic Rent provided in Paragraph 3 above, Additional Rent for all of Landlord's costs of operating and maintaining the Building so that the Fixed Basic Rent shall be absolutely net to Landlord, except as otherwise specifically set forth in this Lease. Tenant shall pay to Landlord, as Additional Rent, Tenant's Percentage, as defined in the Preamble of all operating and maintenance costs incurred by Landlord for the Building and Office Building area for any Calendar Year (or proportionate part thereof if the Lease was not in effect during the entire Calendar Year ("Operating Costs Payment") Operating costs shall include, by way of illustration and not of limitation: personal property taxes; management fees at an initial rate of $40,000.00 with reasonable yearly increases thereafter of five (5%) percent; labor, including all wages and salaries; fringe benefits; social security taxes, and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and cleaning services, maintenance for structural and non-structural repairs whether ordinary or extraordinary; maintenance and service contracts; the cost of all HVAC, electric, water, sewer, gas and other utilities for the Building, common facilities and common areas not otherwise billed to Tenant, but not including utility and energy costs for which any other tenant is to pay separately pursuant to a check meter or other measuring device; painting; wall and window washing; laundry and towel service; tools and equipment; fire and other insurance, trash removal, repair, maintenance and replacement of roofs, parking area, curbs and walkways; snow removal; public amenities; and all other items properly constituting direct operating costs according to standard accounting practices, provided that the contract price charged to Landlord for all of the above shall be at commercially reasonable prices usually charged for similar buildings in similar locations (hereinafter collectively referred to as the "Operating Costs"), but not including, brokerage commissions, leasing commissions, finder's fees, space planner fees and other similar type fees, salaries and fringe benefits for Landlord's executives above the rank of building manager; costs of repairs or replacements incurred by reason of fire or other casualty or condemnation; costs for constructing a tenant installation for any individual tenant at the Building, or amounts contributed to any such tenant in lieu thereof, or any other tenant allowances granted as an inducement to enter into a lease; amounts received by Landlord through proceeds of insurance or by any manufacturer's warranty to the extent the proceeds are compensation for expenses which were previously included in Operating Costs hereunder; advertising and promotional expenditures; costs incurred or any specific compensation Landlord receives in performing work or funishing services for any new or existing tenant in the Building;rent and other charges payable in connection with any ground or underlying lease; amounts paid to affiliates of Landlord in excess of the amounts that would have been paid absent such relationship; costs of any special services rendered to a tenant of the Building which is not rendered generally to tenants therein; interest or penalties for late payments by Landlord; refinancing costs; legal, appraisal and auditing fees and court costs in connection with leasing space in the Building or in connection with proceedings or applications to reduce real estate tax assessments; all expenses for which Landlord has received reimbursement and any fines or penalties imposed by legal authorities having jurisdiction thereof by reason of such existing violations; rent payable with respect to any leasing office; management fees in excess of those referred to herein; costs incurred in operating the parking facilities for the Building except to the extent the cost of operating the parking facilities exceeds the revenues generated from operating the parking facilities; and costs incurred to test, survey, cleanup, contain, xxxxx, remove, or otherwise remedy hazardous waste or asbestos-containing materials from the Property unless the waste or asbestos-containing materials were in or on the Property because of Tenant's negligence or willful acts or omissions; depreciation of Building; interest, points and fees on debt or amortization on any mortgage or mortgages encumbering the Building and/or the land on which the Building is situated; income or excess profits taxes; costs of maintaining Landlord's corporate existence; franchise taxes; and expenditures required to be capitalized for federal income tax purposes, inclusive of renovations to and replacement of the Building and equipment, (which expenditures shall be amortized over their useful life in accordance with generally accepted accounting principles, consistently applied, and such amortization shall be included as an Operating Cost expense), unless said expenditures are for the purpose of reducing Operating Costs within the Building and Building Area or are required under any governmental law, ordinance or regulation, in which event the costs thereof shall be included. (b) Commencing as of the Commencement Date, Tenant shall pay its Tenant’s Share 's Percentage of all the Operating Costs. The purposes Tenant shall make estimated payments on account of this LeaseTenant's Percentage of these Operating Costs in monthly installments in advance on the first (1st) day of each month, the term “Tenant’s Share” shall mean one hundred percent equal to One-Twelfty (100%1/12th) of Tenant's Percentage of the Landlord's expenditures for Operating Costs incurred by Landlord with respect for the Calendar Year or part thereof immediately preceding the year in which to be made. Monthly payments in the Project. The term “Operating Costs” means the total amounts paid first full or payable by Landlord or others in connection partial Calendar Year commencing with the ownership, maintenance, repair, and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project Commencement Date shall be TEN THOUSAND AND 00/100 (“CC&Rs”$10,000.00); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Project.

Operating Costs. (a) As additional RentFrom and after the Commencement Date, Tenant shall pay to Landlord, as additional rent, Tenant’s Proportionate Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs (as hereinafter defined) incurred by Landlord with respect to the ProjectBuilding. The term As used herein, “Operating Costs” means all costs of, including appropriate reserves for, operating, managing (estimated to be four percent (4%) of Base Rent), administering, repairing, replacing, improving, equipping, supplying, insuring (including but not limited to rent loss insurance), lighting, landscaping, cleaning and maintaining the total amounts Building and the facilities and equipment contained therein and its Common Areas, including, without limitation, removing water, snow and ice, painting, resurfacing and striping of the parking area and driveway area, policing, providing security and fire protection, pest and rodent control, traffic regulation, removing debris, trash and refuse, personal property taxes, equipment rental, permits and licenses, operating of audio systems, providing utilities, compensation paid or payable by Landlord or others to, and all other expenses of, personnel employed in connection with operating the ownershipBuilding and all other areas, maintenancefacilities, repairequipment, easement areas, fixtures and buildings used in the maintenance and operation of the Building and Building, together with the Project in a qualitycost of repair, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operationpainting, maintenance, repairreplacement and rental of signs, and restoration of the Project directories, doors, roofs, ceilings, skylights, windows, exterior walls, basement foundation walls, if any, to the extent not made a part of premises leased to any other tenant of the Building, refurbishing and modernizing equipment servicing the Building, plus an amount equal to fifteen percent (15%) of the total of all of the foregoing to cover Landlord’s administration and overhead. Tenant’s Proportionate Share of Operating Costs shall be paid in advance in estimated monthly installments on the first day of each calendar month in an amount equal to the Operating Charge set forth in Section 1.13. Within ninety (90) days after the end of each calendar year during the Term, Landlord shall notify Tenant of the actual amount of Tenant’s Proportionate Share of Operating Costs itemized in reasonable detail. If the total of Tenant’s Payments of the Operating Charge for the same period is more than Tenant’s Proportionate Share of Operating Costs for such persons were period, Landlord shall refund Tenant the overpayment within fifteen (15) days of such reconciliation. If the total of Tenant’s payments of the Operating Charge for the same period is less than Tenant’s Proportionate Share of Operating Costs for such period, Tenant shall pay Landlord the deficit within fifteen (15) days after receipt of such notice. Landlord shall have the right, from time to time during the Term, to notify Tenant in writing of any adjustments in the amount of the Operating Charge to be paid by Tenant hereunder and thereafter Tenant shall make payments accordingly without notice or demand in lieu of the amount set forth in Section 1.13. Tenant’s obligation for additional rent under this Section 3.4 for any partial calendar year during the Term shall be prorated based upon the number of days of the Term during such year. Tenant’s obligation for additional rent under this Section through the Termination Date shall survive the expiration of the Term of this Lease. If Tenant shall not dispute any item or items shown on Landlord’s statement within one hundred twenty (120) days after such notice, Tenant shall be deemed to have approved such statement and shall be estopped from contesting such statement or the amount due. If Tenant shall dispute any item or items included by Landlord in determining Operating Costs, Tenant shall nevertheless pay to Landlord in full the amount claimed by Landlord and shall not offset or withhold any payment while its dispute is pending. If such dispute is not amicably settled between Landlord and Tenant within thirty (30) days after such notice, either party may during the fifteen (15) days after the expiration of such thirty (30) day period refer such disputed item or items to a reputable firm of independent certified public accountants mutually acceptable to Landlord and Tenant for resolution, and the decision of such firm shall be conclusive and binding upon Landlord and Tenant. The expenses involved in such activities; determination shall be borne by the cost party against whom a decision is rendered by such accountants, provided that if more than one item is disputed and the decision shall be against each party in respect to any item or number of maintenance and repair items disputed, then the expenses shall be apportioned according to the monetary value of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Projectitems decided against each party.

Operating Costs. (a) As Tenant shall, for the entire Lease Term, pay to Landlord as additional Rentrent, Tenant shall pay without any set-off or deduction therefrom, Tenant’s Share 's share of all costs which Landlord may incur in owning, maintaining and operating the Project for each calendar year during the Lease Term. Said costs are referred to herein as "Operating Costs. The purposes " and are hereby defined to include, but shall not be limited to, all real estate taxes and annual installments of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord special assessments payable with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, replacement and operation care of all heating, lighting, plumbing and air conditioning fixtures, equipment and systems serving the Building common areas, parking and the Project in a qualitylandscape areas, first class conditionsigns, and includessnow removal, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use non-structural repair and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to exterior of the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, (including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost equipment purchased and used for such purposes), management fees, insurance premiums, utility costs, costs of accounting services necessary to compute charges payable by the tenants wages, services, equipment and supplies, and all other costs of any nature whatsoever which for federal tax purposes may be expensed rather than capitalized, but exclusive only of leasing commissions, depreciation, costs of tenant improvements, and payments of principal and interest on any mortgages covering the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall also include any expenses or the sum yearly amortization of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, capital costs incurred by Landlord for improvements or structural repairs to the Project required to comply with any change in connection with the ownershiplaws, managementrules or regulations of any governmental authority having jurisdiction, maintenanceor for purpose of reducing Operating Costs, operationwhich costs shall be amortized over the useful life of such improvements or repairs, administration as reasonably estimated by Landlord. Tenant's proportionate share of operating expenses shall be that fraction, the numerator of which is the area of Tenant's Demised Premises and repair the denominator of all or any portion which is the total area of the Building Building. As soon as reasonably practicable prior to the commencement of each calendar year during the Lease Term, Landlord shall furnish to Tenant an estimate of Tenant's share of Operating Costs for the ensuing calendar year, and Tenant shall pay, as additional rent hereunder together with each installment of monthly base rent, one-twelfth (l/12th) of its estimated annual share of such Operating Costs. As soon as reasonably practicable after the end of each calendar year during the Lease Term, Landlord shall furnish to Tenant a statement of the actual Operating Costs for the previous calendar year, including Tenant's share of such amount, and within thirty (30) days thereafter, Tenant shall pay to Landlord, or ProjectLandlord to Tenant as the case may be, the difference between such actual and estimated excess Operating Costs paid by Tenant. Tenant's share of such excess Operating Costs for the years in which this Lease commences and terminates, and shall be prorated based upon the dates of commencement and termination of the Lease Term.

Operating Costs. (a) As additional RentTenant hereby covenants and agrees and shall be obligated to pay to Landlord, Tenant shall pay in addition to and not in lieu of the other amounts specified herein, Tenant’s Share of all Operating Costs in excess of the Initial Operating Costs. These payments shall be in addition to and not in lieu of any other payments due from Tenant hereunder. The “Initial Operating Costs” shall be, for the purposes of this Lease, the actual Operating Costs for calendar year 2006, adjusted pursuant to the terms of this Lease. (b) The term “Operating Costs”, as adjusted pursuant to the terms of this Lease, shall mean any and all operating expenses of the Property, Building and related areas (such as, by way of illustration but not limitation, the parking areas), computed on an accrual basis and including all expenses, costs, and disbursements of every kind and nature, which Landlord (i) shall pay; and/or (ii) become obligated to pay, including, but not limited to, the following: (i) Costs, wages and salaries of all persons engaged in the management, operation, repair, security or maintenance of the Property and Building, including, but not limited to, fringe benefits, taxes, insurance and any other benefits relating thereto; (ii) All supplies and materials used in the operation and maintenance of the Property and Building; (iii) Cost of water, sewage, electricity and other utilities furnished in connection with the operation of the Building; (iv) Cost of all service agreements and maintenance for the Property and Building and the equipment therein, including, but not limited to, trash removal, security services, alarm services, window cleaning, janitorial service, HVAC maintenance, elevator maintenance, and grounds maintenance, and cost of all services described in subparagraph 8(a) below; (v) Cost of all insurance relating to the Property and Building including, but not limited to, the cost of casualty and liability insurance applicable to the Property and Building and Landlord’s personal property used in connection therewith; (vi) All Taxes (as hereinafter defined) and any reasonable consultants fees incurred with respect to issues or concerns involving the taxes or the Building, the Property, or both; (vii) Cost of repairs and general maintenance of the interior and exterior of the Property and Building (including, but not limited to, light bulbs and glass breakage; the redecorating, repainting, recarpeting and other such work of any common areas; heating, ventilation and air conditioning equipment; plumbing and electrical equipment; and elevators), parking areas, and landscaping; (viii) A management fee and other expenses incurred for the general operation and management of the Property and Building, not to exceed 3% of gross revenues from the Building; (ix) An amortization cost due to any capital expenditures incurred (i) which have the effect of reducing or limiting Operating Costs of the Property and Building, if such reduction or limitation inures to Tenant’s benefit (but only to the extent and in the amount that such Operating Costs of the Property and Building are reduced); (ii) which may be required by governmental authority or by Landlord’s insurance carrier; or (iii) which are designed to protect or enhance the health, safety or welfare of the tenants in the Building or their invitees; (x) All assessments made, charged, levied, assessed or accrued against Landlord by The Concourse Office Park Association, Inc.; (xi) Reasonable legal and accounting fees and expenses incurred by Landlord in connection with the management, maintenance and repair of the Property; and (xii) Anything which could be classified as an Operating Cost under generally accepted accounting principles, consistently applied, but not specified or expressly set forth hereunder; provided such cost is reasonably consistent with operating costs of similar class A office buildings in the central perimeter submarket of Atlanta, Georgia. Excluded from “Operating Costs” are: (i) net recoveries which reduce expenses incurred by the Landlord including, but not limited to, those pursuant to legal or contractual warranties; (ii) costs or expenses incurred in connection with satisfying obligations of Landlord which are expressly provided in this Lease to be done at Landlord’s sole cost and expense; (iii) any expenses which are recovered by the Landlord under a contract, agreement, insurance policy or lease to which the Tenant is not a party, including such amounts which the Landlord would have been able to recover pursuant to insurance policies had the Landlord taken out and maintained the insurance coverage which is required pursuant to this Lease; (iv) costs of any replacement of to the structure of the Building or its integral systems including but not limited to footings, foundations, structural columns and beams, structural sub-floors bearing walls, exterior walls, roofs, HVAC systems and components, which would be required to be capitalized under generally accepted accounting principles (“GAAP”); (v) costs and expenses considered to be capital expenses in accordance with GAAP, except as described in Section 3(b)(ix) above; (vi) any depreciation or notional interest charges thereon, except as expressly set out herein; (vii) costs and expenses incurred when Tenant was not a Tenant of the Building, such as the original construction costs of the Building, development or complex; (viii) costs and expenses incurred with respect to any risk which, according to the terms and conditions of this Lease, is not Tenant’s responsibility; (ix) financing, mortgage and interest charges on the capital retirement of debt of the Landlord and all payments of principal on such debt; (x) amounts expended by the Landlord related to the leasing of the Building, or any part thereof, including (1) marketing, advertising and promotional expenditures whether specifically for leasing or to promote the Building’s image or otherwise, (2) leasing commissions, (3) tenant inducements of any kind, and (4) the cost of any work related to portions of the Building occupied by other tenants of the building and vacant areas of the Building other than those designated as shared common areas; (xi) costs and expenses in connection with services or other benefits provided to another tenant or occupant of the Building; (xii) payments made under any ground or head lease or any legal or other costs incurred as a result of activities or disputes between the Landlord and its mortgagees, partners, shareholders or ground lessors; (xiii) bad debts, lost rents and any costs associated with the collection or attempted collection of such debts; (xiv) any unfunded pension or other benefits of any person described in Section 3(b)(i); (xv) any expenses (including, but not limited to fines, penalties, legal fees and interest) resulting from the Landlord’s failure to comply with this Lease, other tenants’ leases, any contracts laws, or resulting from the negligent acts or willful misconduct of the Landlord or its employees, agents or contractors; (xvi) any wages, salaries or other compensation paid to any employee not employed at least in part for or on behalf of the Building (provided that costs for employees working for or on behalf of the Building part-time must be allocated by Landlord on a pro rata basis to the Building); (xvii) any property management fees other than those fees which are consistent with similar buildings in the area and which are consistent with the level of service provided by the Landlord. (xviii) any duplication of costs created by the Landlord charging a property management fees in addition to the salaries of its employees who are rendering the actual services that would otherwise be covered by the fee; (xix) other than the Property’s concierge services, any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or any affiliate of Landlord in excess of arms length compensation; (xx) legal, accounting and similar or related costs paid or incurred in connection with any sale, syndication, financing or refinancing involving the Building or any of Landlord’s interests therein; (xxi) costs or expenses related to Landlord’s cleaning, removal, remediation or compliance required due to the existence of any hazardous materials in, on or affecting the Building and/or land provided such contamination is not a result of the Tenant’s actions or those for whom the Tenant is at law responsible; (xxii) costs for charitable or political contributions; (xxiii) costs of any rent loss or income loss insurance or additional casualty insurance premiums for the Building in excess of the standard rate paid by Landlord, which additional cost is attributable to the tenancy of any other tenant or occupant of the Building; (xxiv) costs of advertising and promotional for leasing space in the Building; (xxv) costs allocable to land held for future development that is not in direct support of the Building; (xxvi) any cost or expense incurred in connection with correcting latent defects in the Premises or the Property; (xxvii) Landlord’s actual costs incurred in bringing the Property into compliance with applicable laws with which the Property is not in compliance as of the date hereof, including, without limitation, building codes, fire safety regulations and the Americans with Disabilities Act. (xxviii) corporate, income or profit taxes assessed against the personal income of the Landlord; (xxix) the Landlord’s capital tax or any large corporation taxes; (xxx) business taxes levied against the business carried on by the Landlord or any other tenant of the Building; and (xxxii) local improvement taxes where attributable to the initial development of the Building; (c) The term “Tenant’s Share” shall mean one hundred the proportion that the rentable square footage of the Premises bears to ninety-five percent (10095%) of the Total Building Rentable Area, or the average percentage of the Total Building Rentable Area actually leased in the Building for any calendar year, if such average is greater than ninety-five percent (95%) of the Total Building Rentable Area. The average shall be determined by adding together the total leased space on the last day of each month during the calendar year in question and dividing by twelve (12). Tenant’s Share is used in this Lease to determine the portion of Operating Costs incurred payable by Landlord with respect Tenant, on a per square foot per annum basis. Notwithstanding anything to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownershipcontrary contained herein, maintenance, repair, and operation of if the Building and the Project in a quality, first class condition, and includes, but is not limited tofully occupied during any calendar year, all charges allocable appropriate adjustments shall be made to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (determine Operating Costs as hereinafter defined); the amount paid for all hot and cold water to though the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved had been fully occupied in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and calendar year for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Projectentire calendar year.

Operating Costs. (a) As additional Rent, Tenant shall pay Tenant’s Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” means the total amounts any expenses, costs, and disbursements of any kind other than Taxes, paid or payable by Landlord or others in connection with the ownership, maintenance, repair, and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, insuring (including, without limitation, terrorism coverage), management, maintenance, operation, administration and repair of all or any portion part of the Project, and of the personal property, fixtures, machinery, equipment, systems, and apparatus used in connection therewith, including the cost of providing those services required to be furnished by Landlord under this Lease. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements, except those intended, in good faith, to reduce Operating Costs, and those made to keep the Project in compliance with Laws (as hereinafter defined) and other governmental requirements applicable from time to time, the costs of which shall be amortized by Landlord in accordance with sound accounting and management principles; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project (“Ground Lease”); (d) real estate brokers’ leasing commissions; (e) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, to the extent of such reimbursement, except by Operating Cost Share Rent; (f) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (g) the cost of repair to the Building, including the Premises, to the extent the cost of such repairs is reimbursed by insurance or condemnation proceeds; (h) the cost of improving or renovating rentable space for tenants (including Tenant) or rentable space vacated by any tenant (including Tenant); (i) the cost of utilities charged to individual tenants (including Tenant) and payroll, material and contract costs of other services charged to tenants (including Tenant), other than as part of additional rent under such tenants’ leases or this Lease; (j) the cost of painting and decorating the Premises or premises of other tenants; (k) depreciation of the Building and other real property structures in the Project; (l) legal and other related expenses associated with the negotiation or enforcement of leases or the defense of (1) Landlord’s title to the Land, the Building, or other portions of the Project, or (2) any action based solely on an alleged breach by Landlord of a lease pertaining to space within the Building; (m) advertising costs incurred directly for leasing individual space in the Building or other portions of the Project; (n) Landlord’s general corporate overhead, including salaries of officers or other employees of Landlord above the level of Building manager, and Landlord’s general administrative expenses to the extent not directly related to the operation of the Project; (o) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; (p) all items and services for which Tenant or any other tenant in the Project reimburses Landlord, other than as part of additional rent under such tenants’ leases or this Lease; (q) amounts paid to any party, including a division or affiliate of Landlord, providing materials, services, labor, or equipment to the extent that such amounts materially exceed the reasonable competitive costs of such materials, services, labor, or equipment when provided by an independent party in an arm’s-length transaction, but only to the extent of such excess; (r) any costs, fines, or penalties imposed due to Landlord’s negligence or willful misconduct; (s) costs of acquiring sculpture, paintings, or works of art; (t) costs of correcting structural and other defects in the initial construction of the Project (including, without limitation, latent defects) or in the Project equipment; (u) expenses and costs relating in any way whatsoever to the identification, testing, monitoring, control, encapsulation, removal, replacement, repair, and abatement of any Hazardous Materials (as hereinafter defined) within the Project to the extent caused by or attributable to the acts or omissions of Landlord; (v) all costs and expenses incurred in connection with or relating to any retail space in the Project to the extent there is a direct charge for such costs and expenses to such retail space tenants, other than as part of additional rent under such tenants’ leases; (w) repairs of any item to the extent reimbursement for the costs thereof is covered and paid by any applicable guaranty or warranty; (x) any reserves for bad debt or uncollected rent; (y) Landlord’s charitable contributions; or (z) wages, salaries, and compensation paid to officers, executives, and employees of Landlord above the level of Building or Project manager. If the Project is not at least ninety-five percent (95%) leased during any portion of any Fiscal Year, Landlord may adjust (an “Equitable Adjustment”) Operating Costs to equal what would have been incurred by Landlord had the Project been 95% leased. By way of example only, assume: (i) the Building has ten floors; (ii) the Tenant occupies one floor and Tenant’s Proportionate Share is ten percent (10%); (iii) the other nine floors are vacant; and (iv) the cost of providing a particular service for Tenant’s floor is $1,000. If Tenant paid Tenant’s Proportionate Share of that cost, Tenant would pay $100. Instead, Landlord shall estimate the cost of such service for the Building as if it were ninety-five percent (95%) leased. Landlord would take into account any economies of scale; for example, the cost for the entire Building at ninety-five percent (95%) occupancy might be $9,000. Landlord’s estimate ($9,000) minus the actual cost incurred by Landlord ($1,000) equals the Equitable Adjustment ($8,000). The Equitable Adjustment is added to the actual cost and Tenant pays Tenant’s Proportionate Share of the total; in this example, Tenant would pay $9,000 times 10% or $900. This Equitable Adjustment shall apply only to Operating Costs which are variable and therefore increase as leasing of the Project increases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost (which varies with the level of occupancy) to a tenant who has undertaken to perform such service itself, Operating Costs shall be increased by the amount which Landlord would have incurred if it had furnished the service to such tenant in the same manner as the Equitable Adjustment under the preceding paragraph.

Operating Costs. (a) As additional RentA. For each calendar year falling partly or wholly within the Term or any extension thereof, Tenant shall pay to Landlord as additional rent Tenant’s Proportionate Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord for such calendar year less any monthly payments paid by Tenant as provided below for such year. Any payment to be made pursuant to this Article V with respect to the Project. The year in which this lease commences or terminates shall be prorated. B. As used in this Lease, the term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownershipshall mean any and all expenses, maintenance, repair, costs and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project disbursements (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges than Taxes) of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, whatsoever incurred by Landlord in connection with the ownership, leasing, management, maintenance, operation, administration operation and repair of all or any portion of the Building or Projectthe Property or any improvements situated on the Property (including, without limitation, the cost of maintaining and repairing parking lots, parking structures, and easements, salaries, fringe benefits and related costs, for building staff, insurance costs of every kind and nature, heating and air conditioning costs, common area utility costs such as electricity, sewer and water charges, the cost of cleaning and removing snow from common areas, the cost of routine repairs, maintenance and decorating of common areas and the Building’s or Property’s share of costs of the Development), except the following: (1) costs of alterations of tenants’ premises; (2) depreciation; (3) interest and principal payments on mortgages, and other debt costs; (4) real estate brokers’ leasing commissions or compensation; (5) any cost or expenditure (or portion thereof) for which Landlord is reimbursed, whether by insurance proceeds or otherwise, and (6) cost of any service furnished to any other occupant of the Building which Landlord does not provide to Tenant. Operating Costs shall also include a property management fee and/or an administrative fee in the aggregate of five percent (5%) of gross receipts from the Property. Notwithstanding anything contained herein to the contrary, (i) all expenditures for replacements or improvements of $10,000 or less shall be included in Operating Costs and (ii) the amount allowed annually as depreciation for federal income tax purposes with respect to any capital improvements made after the date of this Lease which are intended to reduce Operating Costs or which are required under any governmental laws, regulations, or ordinances which were not applicable to the Building at the time it was constructed, shall be included in Operating Costs. In addition, interest on the undepreciated cost of any such improvement (at the long term mortgage loan rate set forth in the mortgage encumbering the Building on the date the cost of such improvement was incurred or, if there was no such loan, then at the long term mortgage loan rate that would have been available to Landlord on the date the cost of such improvement was incurred as reasonably determined by Landlord) shall also be included in Operating Costs. In the event Landlord elects to self insure, insure with a deductible in excess of $1,000 or obtain insurance coverage in which the premium fluctuates in proportion to losses incurred, then Landlord shall estimate the amount of premium that Landlord would have been required to pay to obtain insurance coverage (or insurance coverage without such provision) with a recognized carrier and such estimated amount shall be deemed to be an Operating Cost. If Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed for the 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. Landlord may, in a reasonable manner, allocate insurance premiums for so-called “blanket” insurance policies which insure other properties as well as the Building and said allocated amount shall be deemed to be an Operating Cost. If Landlord selects the accrual accounting method rather than the cash accounting method for Operating Costs purposes, Operating Costs shall be deemed to have been paid when such expenses have accrued.

Operating Costs. (a) As additional In addition to Base Rent and Additional Rent, Tenant shall shall, for the entire Term, pay Tenant’s to Landlord, without any setoff or deduction therefrom, its Proportionate Share (as hereinafter defined) of all costs which Landlord may incur in owning, maintaining and operating the Building during each calendar year of the Term (such costs hereinafter "Operating Costs"). The purposes of this Lease, the term “Tenant’s "Proportionate Share” shall mean one hundred percent " is defined as (1003.74%) of the all Operating Costs incurred by Landlord with respect to the ProjectBuilding (being the decimal equivalent of a fraction, the numerator of which is the net rentable square feet of the Premises and the denominator of which is the net rentable square feet of the entire Building each as reasonably determined by Landlord). The term “Operating Costs” means Costs are defined to include all expenses and costs (but not specific costs which are separately billed to and paid by individual tenants including Tenant) of every kind and nature which the total amounts paid Landlord shall pay or payable by Landlord become obligated to pay because of or others in connection with the ownership, maintenance, repair, ownership and operation of the Building and supporting facilities of the Project in a qualityBuilding, first class conditionincluding but not limited to all real estate taxes and special or other assessments payable with respect to the Building, and includesall other taxes, service payments in lieu of taxes, excises, levies, fees, or charges, general and special, ordinary and extraordinary, of any kind, which are assessed, levied, charged, confirmed or imposed by any public authority upon the Building, its operations or the Rent provided for in this Lease including, but is not limited to, all charges allocable to the Project pursuant to amount of any covenantsgross receipts tax, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance sales tax or similar tax, or any tax imposed in lieu of real property taxes (but excluding therefrom any income tax), or tax arising out of ownership of the Project (“CC&Rs”)Building, which tax is payable or which will be payable by Landlord, by reason of the receipt of the Base Rent, Operating Costs or Additional Rent and adjustments thereto; Taxes (as hereinafter defined); the amount paid costs of any contest of such taxes, including attorneys' fees, management fees, insurance premiums, utility costs, janitorial costs, Building security costs, costs of wages, salaries and fringe benefits for all hot and cold water individuals providing services to the Building Exterior Areas through the level of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related paymentsproperty manager or similar position, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel costs (if any), including the cost of preventative maintenance contracts; modifications relating to the Building Exterior Areas occasioned and adjacent land including sidewalks, landscaping and parking or service areas, common areas, service contracts, equipment and supplies) and all other costs of any nature whatsoever which for federal tax purposes may be expensed rather than capitalized, but exclusive only of leasing commissions, depreciation, principal and interest, and costs of tenant improvements. Operating Costs shall also include the yearly amortization of capital costs incurred by the Landlord for improvements or structural repairs to the Building required to comply with any ruleschange in the laws, regulationsrules or regulations of any governmental authority having jurisdiction, or laws effective regardless for purposes of whether reducing Operating Costs, which costs shall be amortized over the useful life of such improvements or repairs, as reasonably estimated by the Landlord or as required by law. As soon as reasonably practicable prior to or subsequent the commencement of each calendar year during the Term, Landlord shall furnish to Tenant an estimate of Operating Costs for the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; ensuing calendar year and the amount paid of Tenant's Proportionate Share thereof. Tenant shall pay, together with each installment of Base Rent, one-twelfth (1/12th) of its estimated annual Proportionate Share of Operating Costs. As soon as reasonably practicable after the end at each calendar year during the Term, Landlord shall furnish to Tenant a statement of the actual Operating Costs for premiums for all insurance obtained by the previous calendar year, including Tenant's Proportionate Share of Operating Costs, and within thirty (30) days thereafter Tenant shall pay to Landlord or required Landlord shall credit to the next Base Rent payment due Landlord from Tenant or Landlord shall pay, if the Lease has expired, as the case may be, any difference between the actual Operating Costs and the estimated Operating Costs paid by Landlord’s mortgageesTenant for such year. For purposes Tenant's Proportionate Share of Operating Costs for the years in which this Lease commences and terminates shall be prorated by multiplying the actual Operating Costs by a fraction, the numerator of which is the number of days of that year of the Term and the denominator of which is 365. Tenant's obligation to pay Operating Costs for the year in which this Lease expires or terminates shall survive the expiration or earlier termination of this Lease Lease, and shall be prorated to reflect that portion of the calendar year during which Tenant was obligated to pay Operating Costs. Notwithstanding any other provision herein to the contrary, it is agreed that in the event that the Building is not fully occupied at any time during the Term, an adjustment shall be made in computing the Operating Costs for such year so that the avoidance of doubt, Operating Costs shall include be computed for such year as though the sum Building had been fully occupied during such year (including, for real estate tax purposes, as if fully occupied and assessed as a completed Building during such year). Notwithstanding the foregoing, if Landlord shall from time to time reasonably determine that the use of all costsany utility or service in the Premises by Tenant is disproportionate to the use of other tenants, expenses, and disbursements, Landlord may adjust Tenant's share of every kind and nature whatsoever, and the Taxes, incurred cost thereof from a date reasonably determined by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion to take equitable account of the Building disproportionate use. A Landlord's request, Tenant shall install and maintain at Tenant's expense metering devices for measuring the use of any such utility or Projectservice in the Premises.

Operating Costs. (a) As additional RentA. For each calendar year falling partly or wholly within the Term or any extension thereof, Tenant shall pay Tenant’s Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of to Landlord as additional rent the Operating Costs incurred by Landlord for such calendar year less any monthly payments paid by Tenant as provided below for such year. Any payment to be made pursuant to this Article V with respect to the Projectyear in which this lease commences or terminates shall be prorated. The Notwithstanding the foregoing, during the first six months of this Lease, Tenant shall pay only one-third of the Operating Costs otherwise payable hereunder and during the three months following the first six months, Tenant shall pay only two-thirds of the Operating Costs otherwise payable hereunder. B. As used in this Lease, the term “"Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership" shall mean any and all expenses, maintenance, repair, costs and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project disbursements (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges than Taxes) of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, whatsoever incurred by Landlord in connection with the ownership, leasing, management, maintenance, operation, administration operation and repair of all or any portion of the Building or Projectthe Property or any improvements situated on the Property (including, without limitation, the cost of maintaining and repairing parking lots, parking structures, and easements, property management fees (not to exceed 2% of total rent--including additional rent--paid by Tenant), salaries, fringe benefits and related costs, for building staff, including building management and accounting personnel; insurance costs of such kind and nature as may be normal and customary for comparable buildings in the northern Chicago suburban market, heating and air conditioning costs, common area utility costs such as electricity, sewer and water charges, the cost of cleaning and removing snow from exterior areas, the cost of routine repairs, maintenance and decorating of exterior areas and the Building's or Property's share of costs of the Development). To the extent personnel do work for other buildings in addition to the Building, the costs associated with such personnel shall be allocated among the buildings based upon the time devoted to each. Notwithstanding anything contained herein to the contrary, depreciation of any capital improvements made after the date of this Lease which are intended to reduce Operating Costs or which are required under any governmental laws, regulations, or ordinances which were not applicable to the Building at the time it was constructed, shall be included in Operating Costs (but in no event shall any costs of construction set forth in Exhibit B be included in Operating Costs). The useful life of any such improvement shall be the maximum period permitted by generally accepted accounting principles. In addition, interest on the undepreciated cost of any such improvement (at the prevailing construction loan rate available to Landlord on the date the cost of such improvement was incurred) shall also be included in Operating Costs. In the event Landlord elects to self insure, insure with a deductible in excess of $1,000 or obtain insurance coverage in which the premium fluctuates in proportion to losses incurred, then Landlord shall obtain three estimates from insurance agents of the amount of premium that Landlord would have been required to pay to obtain insurance coverage (or insurance coverage without such provision) with a recognized carrier and the lowest such estimated amount shall be deemed to be an Operating Cost. Landlord may, in a reasonable manner, allocate insurance premiums for so-called "blanket" insurance policies which insure other properties as well as the Building and said allocated amount shall be deemed to be an Operating Cost. If Landlord selects the accrual accounting method rather than the cash accounting method for Operating Costs purposes, Operating Costs shall be deemed to have been paid when such expenses have accrued.

Operating Costs. (a) As additional RentExcept as provided in Section 3.3, Tenant shall pay Tenant’s Share the Operating Costs to Landlord, as Additional Rent, beginning on the Commencement Date and throughout the remainder of all Operating Coststhe Term. The purposes of As used in this Lease, the term “Tenant’s Share” "Operating Costs" shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownershipany and all expenses, maintenance, repair, costs and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges disbursements of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, whatsoever paid or incurred by Landlord in connection with and properly allocable to the ownership, management, maintenance, operation, administration operation and repair of all or any portion the Building, including, without limitation, the costs of maintaining and repairing the Common Areas and the Parking Facility, to the extent allocable to the Building, easements, property management fees (which fees shall not exceed two and one-half percent (2.5%) of Rents billed by Landlord to Tenant for the Premises, but excluding Operating Costs (other than Taxes) which are billed directly to Tenant by the supplier thereof and are paid by Tenant directly to such supplier), expenses for maintenance salaries, fringe benefits and related costs for personnel providing building supervisory and maintenance services for the Premises at the rank of building manager and below, which for such persons also working on properties other than the Building and the Land shall be allocated on the basis of the time spent working on the Building and the Land, the cost of insurance coverages obtained by Landlord, heating and air conditioning costs for Common Areas (if any), electricity and other utility costs, the costs of routine repairs and maintenance for the Building, landscape maintenance, snow removal, Taxes and costs and expenses paid or Project.incurred by Landlord in protesting any assessments, valuations, levies or the Taxes which Landlord shall pay or become obligated to pay in respect of a fiscal tax year (regardless of when such Operating Costs were incurred), the costs of maintaining the Cafeteria Space, the costs of maintaining the Fitness Space, the Building's share (as reasonably determined by Landlord) of the cost of operating, maintaining and repairing any areas, facilities or easements which are common to the Building and any other properties or buildings sharing common facilities with the Building (such as, but not limited to, Parking Facility repair, operation and maintenance, snow plowing and removal, landscaping, Common Area and street lighting, insurance, taxes, security and management but specifically excluding costs, maintenance or repair or Taxes related to Winter Place) and amortization of the cost of capital improvements that are (A) made to reduce Operating Costs or limit increases therein, to the extent of such estimated savings in Operating Costs or to the estimated reduction in increases thereto) or (B) required by any applicable Law enacted after the date hereof or first interpreted to apply after the date hereof; provided, any such amortization or depreciation shall be calculated based on the useful life of such improvement and shall utilize a rate of interest that is not in excess of two percent over the Prime Rate of interest that is in effect as of the date of the completion of such improvements or installation. Notwithstanding the foregoing, "Operating Costs" shall not include the following:

Operating Costs. (a) As Tenant shall, for the entire Term, pay to Landlord as an item of additional Rentrent, Tenant shall pay Tenant’s Share of all Operating Costs. The purposes of without any setoff or deduction therefrom, except as expressly provided in this Lease, all costs ("Operating Costs") which Landlord may incur in maintaining and operating the term “Tenant’s Share” shall mean one hundred percent (100%) Premises during each calendar year of the Operating Costs incurred Term. "OPERATING COSTS" are defined to include all reasonable expenses and costs (but not specific costs which are separately billed to and paid by Tenant) which the Landlord shall pay or become obligated to pay because of or in connection with the operation and maintenance of the Premises, including but not limited to all real estate taxes and annual installments of special assessments due and payable in such calendar year with respect to the ProjectPremises; costs of any contest of such taxes, including reasonable attorney's fees; management fees, insurance premiums, utility costs, security costs, costs of wages, maintenance costs (relating to the Premises including sidewalks, landscaping and parking or service areas, common areas, service contracts, equipment and supplies) which for federal tax purposes may be expensed rather than capitalized, all in accordance with Generally Accepted Accounting Principles ("GAAP"), consistently applied but exclusive of legal fees, leasing commissions, depreciation, costs of leasehold improvements and all costs of a capital nature except as provided in the next sentence and payments of principal and interest on any mortgages, deeds of trusts, or other security devices covering the Premises. The term “Operating Costs” means Costs shall also include the total amounts paid or payable yearly amortization of capital costs (amortized over the useful life of the improvement as reasonably determined by Landlord or others in connection accordance with GAAP) incurred by the ownership, maintenance, repair, and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable Landlord for improvements to the Project pursuant Premises required to comply with any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project change (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to after the Commencement Date; permits) in the laws, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges rules or regulations of any independent contractors employed governmental authority having jurisdiction, or, for purposes of reducing Operating Costs, which costs shall be amortized over the useful life of such improvements as reasonably estimated by the Landlord in accordance with GAAP, but in no event shall the care and operation, maintenance, cleaning, repair, and restoration annual amortization be in excess of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgageessavings. For purposes of Notwithstanding anything contained in this Lease to the contrary, the following shall apply with respect to real estate taxes and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Project.assessments:

Operating Costs. (a) As additional Prior to the commencement of the Term of this Lease, and prior to the commencement of each calendar year during the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of Operating Costs for the upcoming calendar year, and thereafter Tenant shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Tenant’s Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs means the aggregate of all expenses paid or incurred by Landlord with respect or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, management and operation of the Building Buildings and Land and any sidewalks or any other areas related to the Project Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in a qualityaccordance with generally accepted industry accounting standards, first class condition, and includesincluding, but is not limited to, the following: 1) Wages and salaries of all charges allocable to employees engaged in the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use operation and maintenance of the Project (“CC&Rs”)Buildings and Land, including taxes, insurance and benefits relating thereto; Taxes (as hereinafter defined); the amount paid for all hot and cold water provided, however, to the Building Exterior Areas extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost salaries of such employees allocable to Landlord the Buildings shall be included for purposes of workmen’s compensation calculating Operating Costs; 2) Costs of all supplies and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved materials used in the operation, maintenance, repair, repair and restoration management of the Project Buildings and Land; provided, however, to the extent that such persons were involved supplies and materials are used in such activities; the operation or maintenance of other projects, the cost of maintenance such supplies and repair materials shall be equitably allocated among all such projects such that only that portion of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications the supplies and materials allocable to the Building Exterior Areas occasioned by any rulesBuildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, regulationssewage, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permitspower, licensesheating, lighting, air conditioning, ventilating, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord other utilities furnished in connection with the ownershipoperation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, managementincluding, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, operation, administration pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the Building foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or Projectany part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by Xxxxxxxx as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. Tenant shall, for the entire Lease Term, pay to Landlord as additional rent, without counterclaim, setoff or deduction therefrom, its Proportionate Share of Operating Costs which Landlord may incur. (a) As additional Rentused in this Lease, Tenant Tenant's 'Proportionate Share' shall pay mean a fraction, the numerator of which is the gross rentable area of the Leased Premises and the denominator of which is the gross rentable area contained in the Building, in each case as reasonably determined by Landlord. For purposes hereof, the numerator of said fraction is 3,860 the denominator is 81,243 and Tenant’s 's Proportionate Share of all Operating Costs. The purposes of is 4.751%. (b) As used in this Lease, the term “Tenant’s Share” "Operating Costs" shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownershipany and all expenses, maintenance, repair, costs and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges disbursements of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, whatsoever incurred by Landlord in connection with the ownership, leasing, management, maintenance, protection, operation, administration replacement and repair of the Building or the Property or any improvements situated on the Property (including, without limitation, the costs of maintaining and repairing parking lots, parking structures and easements, property management fees, salaries, fringe benefits and related costs, insurance costs of every kind and nature, heating and air conditioning costs, electricity and other utility costs, the costs of repairs, maintenance and decorating for the Building, landscape maintenance, snow removal, Taxes (as defined in Paragraph 3 hereof) and costs and expenses incurred by Landlord in protesting any assessments, levies or the Taxes which Landlord shall pay or become obligated to pay in respect of a calendar year (regardless of when such Operating Costs were incurred), the Building's pro rata share (as reasonably determined by Landlord) of the cost of operating, maintaining and repairing any areas, facilities or easements which are common to the Building and any other building sharing common facilities with the Building owned or operated by Landlord or its successor (such as, but not limited to, snow plowing, landscaping, common area and street lighting, insurance, taxes, security and management), except the following: (i) costs of alterations of tenants' premises; (ii) costs of capital improvements and costs of curing construction defects; (iii) depreciation; (iv) interest and principal payments on mortgages, and other debt costs; (v) real estate brokers' leasing commissions or computation; (vi) any cost or expenditure (or portion thereof) for which Landlord is reimbursed, whether by insurance proceeds or otherwise; and (vii) cost of any service furnished to any other occupant of the Building which Landlord does not provide to Tenant hereunder. Notwithstanding anything contained herein to the contrary, depreciation of any capital improvements made after the date of this Lease which are intended to reduce Operating Costs or which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed, shall be included in Operating Costs. The useful life of any such improvement shall be reasonably determined by Landlord. In addition, interest on the undepreciated cost of any such improvement (at the prevailing construction loan rate available to Landlord on the date the cost of such improvement was incurred) shall also be included in Operating Costs. In the event during all or any portion of any calendar year the Building is not fully rented and occupied, Landlord may elect to make an appropriate adjustment in Operating Costs for such year, employing sound accounting and management principles to determine Operating Costs that would have been paid or Projectincurred by Landlord had the Building been fully rented and occupied and the amount so determined shall be deemed to have been Operating Costs for such year.

Operating Costs. (a) As additional Rent, Tenant shall pay Tenant’s Share of all “Operating Costs” includes all costs of operating, managing, repairing and maintaining the Common Facilities, including without limitation: gardening and landscaping; the cost of public liability, property damage and other insurance applicable to the Common Facilities, including any reasonable deductibles thereunder; Real Property Taxes applicable to the Common Facilities; utilities; line painting and parking lot repairs; roof repairs; lighting; trash and refuse removal; supplies; equipment; exterior painting; capital improvements (including without limitation the costs of roof, parking lot and underground utilities replacements); the costs of altering, improving, renovating, upgrading or retrofitting any portion of the Common Facilities to comply with all laws, regulations and governmental requirements applicable to the Building (including without limitation those related to disabled persons, hazardous materials, lighting upgrades, sprinkler and energy-saving retrofits); security service; property management costs and administrative fees; bookkeeping services; labor; the cost of personnel to implement such services and to direct parking; and the includable amount of Capital Costs (as provided in Section 6.4). The purposes of Notwithstanding anything to the contrary contained in this Lease, the term “Tenant’s Share” following shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “not be included within Operating Costs” means the total amounts paid or payable by Landlord or others : Leasing commissions, attorneys’ fees, costs, disbursements, and other expenses incurred in connection with the ownershipnegotiations or disputes with other tenants, maintenanceor in connection with leasing, repairrenovating, and operation or improving space for tenants or other occupants or prospective tenants or other occupants of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant Building; The cost of any service sold to any covenants, tenant (including Tenant) or other occupant for which Landlord is entitled to be reimbursed separately as an additional charge or rental over and above the basic rent and escalations payable under the lease with that tenant; Any depreciation on the Building or Property; Costs incurred due to Landlord’s violation of any terms or conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water this Lease or any other lease relating to the Building Exterior Areas or Property; Overhead profit increments paid to Landlord’s subsidiaries or affiliates for management or other services on or to the building or for supplies or other materials to the extent that the cost of the Projectservices, supplies, or materials exceeds the cost that would have been paid had the services, supplies, or materials been provided by unaffiliated parties on a competitive basis; the amount paid for Project lighting; the amount paid for all labor and/or wages All interest, loan fees, and other employment carrying costs related paymentsto any mortgage or deed of trust or related to any capital item, including cost and all rental and other payable due under any ground or underlying lease, or any lease for any equipment ordinarily considered to be of a capital nature (except as provided in Section 6.4 and except janitorial and other equipment which is not affixed to the Building); Any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; Advertising and promotional expenditures; Costs of repairs and other work occasioned by fire, windstorm, or other casualty to the extent reimbursed by insurance; Any costs, fines, or penalties incurred due to violations by Landlord of workmen’s any governmental rule or authority; Costs for sculpture, paintings, or other objects of art (nor insurance thereon or extraordinary security in connection therewith); Wages, salaries, or other compensation and disability insurancepaid to any executive employees above the grade of building manager; or Costs of Hazardous Materials Remediation of the Common Areas not arising out of any act or omission of Tenant, payroll taxesor any assignee or subtenant of Tenant, welfareor their respective agents, and fringe benefits made to janitorscontractors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulationslicensees, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Projectinvitees.

Operating Costs. i. Operating Costs shall mean any or all expenses incurred by Lessor in connection with the operation of the Building and the Property, including all expenses incurred as a result of Lessor's compliance with any of its obligations hereunder other than Lessor's Work, and such expenses shall include: (a1) As additional Rentsalaries, Tenant wages, medical, surgical and general welfare benefits, (including group life insurance) pension payments and other fringe benefits of employees of Lessor engaged in the operation and maintenance of the Building (the salaries and other benefits aforesaid of such employees servicing the Building shall pay Tenant’s Share be comparable to those of employees servicing similar Buildings located in the County of Monmouth); (2) payroll taxes, worker's compensation, uniforms and dry cleaning for the employees referred to in subdivision (1); (3) the cost of all charges for steam, heat, ventilation, air conditioning and water (including sewer charges) furnished to the common areas of the Building and/or used in the operation of all of the service and facilities of the Building and the cost of all charges for electricity furnished to the public and common areas of the Building and/or used in the operation of all of the service and facilities of the Building including any taxes on any such utilities; (4) the cost of all charges for rent, casualty, war risk insurance (if obtainable from the United States government) and of liability insurance for the Building and the Property to the extent that such insurance is required to be carried by Lessor under any superior lease or superior mortgage or if not required under any superior lease or superior mortgage then to the extent such insurance is carried by owners of buildings comparable to the Building; (5) the cost of all building supplies; (6) Repair and Maintenance Expenses, Common Area Expenses and Common Utility Expenses; (7) the cost of all charges for management, window cleaning and service contracts for the Building and the other service facilities related thereto; (8) the cost of rentals of capital equipment designed to result in savings or reductions in Operating Costs. The purposes of this Lease, If the term “Tenant’s Share” shall mean Building is not at least one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to occupied during any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulationsLease Year, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubtproportionate part thereof, Operating Costs shall include be equitably adjusted (by including such net additional Operating Costs as Lessor would have incurred) to the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion extent required to reflect one hundred percent (100%) occupancy of the Building. The aforesaid adjustment shall only be made with respect to those items that are in fact affected by variations in occupancy levels. Operating costs shall not include; (a) ad ministrative wages and salaries; (b) real estate brokerage commissions; franchise taxes or income taxes of Lessor; (d) Taxes on the Building and Building Area; (e) cost of painting and decoration for any occupant's space; (f) interest and amortization under mortgages; (g) rent payable under any superior lease; and (h) expenditures for capital improvements except (x) those which under generally applied real estate practice are expensed or Project.regarded as deferred expenses and (xx) for capital improvements required by law or (xxx) for capital improvements which are designed to result in a saving in the amount of Operating Costs. In the case of (xx) and

Operating Costs. (a) As additional RentESCALATION. Tenant's proportionate share of the Annual Estimated Operating Costs shall be determined by multiplying Annual Estimated Operating Costs by a fraction, the numerator of which is the Rentable Floor Area of Tenant's Space, and the denominator of which is the Total Rentable Floor Area of the Building. With respect to the First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any fiscal year or fraction thereof thereafter, Tenant shall pay Tenant’s Share to Landlord, as additional rent, Operating Cost Escalation (as defined below), if any, on or before the thirtieth (30th) day following receipt by Tenant of all Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to usual accounting practices certified by Landlord and showing for the preceding Fiscal Year or fraction thereof, as the case may be, Xxxxxxxx's Operating Costs. The purposes , excluding the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of this Leasespecial services rendered to tenants (including Tenant) for which a special charge is made, but including, without limitation: real estate taxes on the Building and Lot; installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any fiscal year or fraction of a fiscal year; premiums for insurance; fees payable to third parties for financial audits of Landlord's Operating Costs; 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 and Lot; all utility charges not billed directly to tenants by Landlord or the utility; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with the type of occupancy and the services rendered) rent paid by the managing agent or 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; if the Building shares common areas or facilities with another building or buildings, the term “Tenant’s Share” shall mean one hundred percent Buildings' pro rata share (100%as reasonably determined by Landlord) of the Operating Costs incurred by Landlord with respect to cost of cleaning, operating, managing (including the Project. The term “Operating Costs” means cost of the total amounts management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all other reasonable and necessary expenses paid or payable by Landlord or others in connection with the ownershipcleaning, maintenanceoperating, repairmanaging, maintaining and operation repairing of the Building and the Project in a qualityLot, first class conditionor either, and includesproperly chargeable against income, but is not limited toit being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost thereof as reasonably amortized in accordance with generally accepted accounting practices by ---------------------------------------------------------- Landlord, with interest at the average prime commercial rate in effect from time to time at the three largest national banks in Boston, Massachusetts on the unamortized amount, shall be included in Landlord's Operating Costs. Landlord's Statement shall also show the average number of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion square feet of the Building which were occupied for the preceding fiscal year or Projectfraction thereof.

Operating Costs. (a) As additional Rent, Tenant shall pay during the Term hereof Tenant’s Share 's Percentage, as indicated above in Section 1.1, of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid ) incurred by Landlord in any calendar year. The term "Operating Costs for Pxxxxx Commerce Center" or "Operating Costs" shall mean all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related paymentscosts or expenses incurred by Landlord in owning, including cost to Landlord of workmen’s compensation and disability insuranceoperating, payroll taxescleaning, welfaremanaging, administering, maintaining, repairing, replacing, and fringe benefits made to janitorsimproving the Pxxxxx Commerce Center, employeesincluding, building managerswithout limitation, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost all costs of maintenance and repair of the landscaping(including snow removal, sidewalks landscaping and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, grounds maintenance, cleaning, repair, parking lot operation and restoration of the Project; the amounts paid for all supplies, tools, equipment, maintenance) and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costsrepairs and replacements (other than repairs or replacements for which Landlord has received reimbursement from contractors, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion other tenants of the Building or Projectfrom others) necessary to keep the Pxxxxx Commerce Center in good working order, repair, appearance and condition; all costs, including material and equipment costs; all costs related to provision of heat (including oil, electric, steam and/or gas) and water (including sewer charges) and other utilities to the Building; payments under all service contracts relating to the foregoing; all compensation, fringe benefits, payroll taxes and workmen's compensation insurance premiums related thereto with respect to any employees of Landlord or its affiliates engaged in maintenance or management of the Pxxxxx Commerce Center; attorneys' fees and disbursements and auditing and other professional fees and expenses; all expenses including fees of attorneys, appraisers and other consultants, incurred in connection with any efforts to obtain abatements or reductions or to assure maintenance or to resist increase of Landlord's taxes for any tax fiscal year wholly or partially included in the Term, whether or not successful and whether or not such efforts involve filing of actual abatement applications or initiation of formal proceedings; and a management fee not to exceed 4% of gross receipts from the Building.

Operating Costs. (a) As additional Rent, Tenant shall pay directly, or to Landlord as applicable, all Operating Costs (defined below) of the Property in a timely manner and prior to delinquency. In the event Tenant fails to pay any Operating Cost within ten (10) days after written notice by Landlord to Tenant’s Share of all , and without being under any obligation to do so and without waiving any default by Tenant, Landlord may pay any delinquent Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Any Operating Costs incurred Cost paid by Landlord with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, Xxxxxxxx and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, expenses reasonably incurred by Landlord in connection with the payment of the delinquent Operating Cost, together with interest thereon at the Overdue Rate from the date paid by Landlord until the date repaid by Xxxxxx, may be billed immediately to Tenant, or at Landlord’s option and upon written notice to Tenant, may be deducted from the Security Deposit. “Operating Costs” means all costs and expenses relating to the ownership, managementmaintenance and operation of the Property including, but not limited to: insurance, maintenance, operation, administration repair and repair of all or any portion replacement of the Building foundation, roof, walls, heating, ventilation, air conditioning, plumbing, electrical, mechanical, utility and safety systems, paving and parking areas, roads and driveways; maintenance, repair and replacement of exterior areas such as gardening and landscaping, snow removal and signage; maintenance, repair and replacement of roof membrane, flashings, gutters, downspouts, roof drains, skylights and waterproofing; painting; lighting; cleaning; refuse removal; security; utilities for, or Projectthe maintenance of, outside areas; building personnel costs; asset, property or administrative management fees incurred or attributable to the management of the Property; the costs, expenses, charges and assessments related to or arising from any covenants, conditions and restrictions affecting the Premises, or other matters of record; rentals or lease payments paid by Landlord for rented or leased personal property used in the operation or maintenance of the Premises; and fees for required licenses and permits.

Operating Costs. (a) As additional In addition to Base Rent and Additional Rent, Tenant shall shall, for the entire Term, pay Tenant’s to Landlord, without any setoff or deduction therefrom, its Proportionate Share (as hereinafter defined) of all costs which Landlord may incur in owning, maintaining and operating the Building during each calendar year of the Term (such costs hereinafter "Operating Costs"), which Operating Costs shall be paid with each installment of Base Rent due and payable hereunder. The purposes of this Lease, the term “Tenant’s "Proportionate Share” shall mean one hundred percent (100%) of the " is defined as all Operating Costs incurred by Landlord with respect to the ProjectBuilding (Proportionate Share being expressed as the decimal equivalent of a fraction, the numerator of which is the net rentable square feet of the Premises and the denominator of which is the net rentable square feet of the entire Building, each as reasonably determined by Landlord). The term “Operating Costs” means Costs include all expenses and costs (but not specific costs which are separately billed to and paid by individual tenants including Tenant) of every kind and nature which the total amounts paid Landlord shall pay or payable by Landlord become obligated to pay because of or others in connection with the ownership, maintenance, repair, ownership and operation of the Building, supporting facilities of the Building and the Project in a qualityLand, first class conditionincluding but not limited to all real estate taxes and special or other assessments payable with respect to the Building and the Land, and includesall other taxes, service payments in lieu of taxes, excises, levies, fees, or charges, general and special, ordinary and extraordinary, of any kind, which are assessed, levied, charged, confirmed or imposed by any public authority upon the Building or the Land, the operations of the Building or the Land or the Rent (as defined below) provided for in this Lease including, but is not limited to, all charges allocable to the Project pursuant to amount of any covenantsgross receipts tax, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance sales tax or similar tax, or any tax imposed in lieu of real property taxes (but excluding therefrom any income tax), or tax arising out of ownership of the Project Building or the Land, which tax is payable or which will be payable by Landlord, by reason of the receipt of the Base Rent, Operating Costs or Additional Rent and adjustments thereto; costs of any contest of such taxes (“CC&Rs”including attorneys' fees); Taxes (as hereinafter defined); the amount paid , accounting fees, management fees, insurance premiums, utility costs, janitorial costs, Building security costs, costs of wages, salaries and fringe benefits for all hot and cold water individuals providing services to the Building Exterior Areas through the level of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related paymentsproperty manager or similar position, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project maintenance costs (relating to the extent such persons were involved in such activities; Building, the cost of maintenance Land and repair of the landscapingadjacent land including sidewalks, sidewalks landscaping and other Building Exterior Areas; the amount paid for maintaining parking or service areas, common areas, service contracts, equipment and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if anysupplies), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection providing valet parking and all other costs of any nature whatsoever so long as directly related to the operation of the Building which for federal tax purposes may be expensed rather than capitalized, but exclusive only of leasing commissions, depreciation, principal and interest, and costs of tenant improvements. Operating Costs shall also include the yearly amortization of capital costs incurred by the Landlord for improvements or structural repairs to the Building required to comply with any laws, rules or regulations of any governmental authority having jurisdiction or for purposes of reducing Operating Costs, which costs shall be amortized over the ownershipuseful life of such improvements or repairs, managementas reasonably estimated by Landlord or as required by law. As soon as reasonably practicable prior to the commencement of each calendar year during the Term, maintenanceLandlord shall furnish to Tenant an estimate of Operating Costs for the ensuing calendar year and the amount of Tenant's Proportionate Share thereof. Commencing on January 1 of said ensuing calendar year, operationTenant shall pay, administration together with each installment of Base Rent, one-twelfth (1/12th) of its estimated annual Proportionate Share of Operating Costs. As soon as reasonably practicable after the end of each calendar year during the Term, Landlord shall furnish to Tenant a statement of the actual Operating Costs for the previous calendar year, including Tenant's Proportionate Share of Operating Costs, and repair within thirty (30) days thereafter Tenant shall pay to Landlord or Landlord shall credit against the next Base Rent payment due Landlord from Tenant or Landlord shall pay, if the Lease has expired, as the case may be, any difference between the actual Operating Costs and the estimated Operating Costs paid by Tenant for such year. Tenant's Proportionate Share of all Operating Costs for each of the years in which this Lease commences and terminates shall be prorated by multiplying the actual Operating Costs by a fraction, the numerator of which is the number of days of each such year of the Term and denominator of which is 365, provided that the denominator shall be 366 for the 2000 calendar year and every fourth year thereafter. Tenant's obligation to pay Operating Costs for the year in which this Lease expires or any otherwise terminates shall survive the expiration or earlier termination of this Lease, and shall be prorated to reflect that portion of the calendar year during which Tenant was obligated to pay Operating Costs. Notwithstanding any other provision herein to the contrary, it is agreed that in the event that the Building is not fully occupied at any time during the Term, an adjustment shall be made in computing the Operating Costs for such year so that the Operating Costs shall be computed for such year as though the Building had been fully occupied during such year (including, for real estate tax purposes, as if fully occupied and assessed as a completed Building during such year). Notwithstanding the foregoing, if Landlord shall from time to time reasonably determine that the use of any utility or Projectservice in the Premises by Tenant is disproportionate to the use of other tenants, Landlord may adjust Tenant's share of the cost thereof from a date reasonably determined by Landlord to take equitable account of the disproportionate use. At Landlord's option, Landlord may install and maintain at Tenant's expense metering devices for measuring the use of any such utility or service in the Premises.

Operating Costs. (a) As additional Rent, Tenant shall pay Tenant’s Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs All costs incurred by Landlord with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, management, maintenance, repair, replacement, improvement, alteration and operation of the Building and Project, including, without limitation, the Project following: (a) utilities; (b) supplies, tools, equipment and materials used in a qualitythe operation, first class conditionrepair and maintenance of the Building or the Project; (c) landscaping; (d) parking area repair and maintenance, and includesincluding, but is not limited to, all charges allocable to resurfacing not more than once every five years (the Project pursuant to any covenantscost of resurfacing shall be amortized, conditions and restrictions and/or reciprocal easement agreements governing including interest at the use and maintenance Interest Rate on the unamortized cost, over the useful life of the Project resurfacing as reasonably determined by landlord), repairs, re-striping, and cleaning; (“CC&Rs”); Taxes (as hereinafter defined); e) fees, charges and other costs, including, without limitation, reasonable consulting fees, legal fees and accounting fees, of all contractors engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the amount paid for all hot management, operation, maintenance and cold water to repair of the Building Exterior Areas of or the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other (1) reasonable compensation (including, without limitation, employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, taxes and fringe benefits made benefits) of all persons (limited to janitors, employees, building managers, contractors, the level of property manager and subcontractors of the Landlord involved below) who perform duties in connection with the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion overhaul of the Building or the Project, and equipment, improvements, and facilities located within the Project; (g) operation, repair, maintenance and replacement of Building Systems; (h) janitorial service, fire alarm, window cleaning and trash removal; (i) repair and replacement of building standard surfaces, including but not limited to wall and floor coverings, ceiling tiles, window coverings and fixtures; (j) maintenance and replacement of curbs and walkways; (k) repair of the roof; (l) Building signage and directories; (m) management of the Building or the Project, whether by Landlord or an independent contractor, the fee for which Tenant is obligated to pay shall not exceed [***] of Tenant’s Base Rent and Operating Costs; (n) rental expenses for (or a reasonable depreciation allowance on) personal property used in maintenance, operation or repair of the Building or the Project; (o) licenses, certificates, permits and inspections and the cost of contesting the validity or applicability of any governmental enactments that may affect Operating Costs; (p) any costs, expenditures, or charges required by any governmental or quasi-governmental authority; (q) capital expenses that are incurred for labor saving devices or to effect other savings in the operation or maintenance of the Building or the Project, or any portion thereof (“Cost Saving Capital Improvements”); (r) capital expenses (including costs to replace or retrofit) that are incurred as a result of requirements under any Law (“Required Capital Improvements”); and (s) capital expenses that are in Landlord’s reasonable opinion necessary for operation, repair, maintenance and replacement of Building Systems, or the Project, or any portion thereof, in good condition and repair. All capital expenses shall be amortized (including interest at the Interest Rate on the unamortized cost) over the useful life of the capital item as Landlord shall reasonably determine and in accordance with GAAP (“Amortized Capital Expenses”). Landlord shall use its best efforts to minimize Operating Costs in a manner consistent with good business practices, and there shall be no duplication in charges to Tenant. All Operating Costs shall be based upon competitive charges for similar services and/or materials that are available in the general geographical area of the Building. Notwithstanding the foregoing, for purposes of this Lease, “Operating Costs” shall not include: 2.24.1 Amortized Capital Expenses in excess of [***] per rentable square foot of the Premises per year shall not be included on Operating Costs, provided, however (i) Amortized Capital Expenses for Required Capital Improvements, (ii) Amortized Capital Expenses for Cost Saving Capital Improvements to the extent that the Cost Saving Capital Improvements actually decrease Operating Costs or Tenant’s expenses, and (iii) amortization of the cost of resurfacing the parking lot, shall not be subject to the [***] per rentable square foot per year cap. 2.24.2 Costs (including permit, license and inspection costs) incurred in renovating or otherwise improving, decorating or redecorating rentable space for other tenants or vacant rentable space; 2.24.3 Utilities or services sold to Tenant or others for which Landlord is entitled to and actually receives reimbursement (other than through any operating cost reimbursement provision similar to the provisions set forth in this Lease);

Operating Costs. (a) As additional Rent, Tenant shall pay Tenant’s Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” means shall mean the total amounts paid or payable of all of the costs incurred by Landlord or others in connection with relating to the ownership, operation, and maintenance of the Land and Building and the services provided to all tenants in the Building. By way of explanation and clarification, but not by way of limitation, Operating Costs will include without limitation the costs and expenses incurred for the following: Real Estate Taxes, including the cost to appeal or contest any Real Estate Taxes; pest control; trash and garbage removal (including dumpster rental); xxxxxx and matron service; security; Common Areas decorations; repairs, maintenance, repairand alteration of building systems, Common Areas, the Land, and operation portions of the Building to be maintained by Landlord; amounts paid under easements or other recorded agreements affecting the Building, including assessments paid to any property owners’ associations; repairs, maintenance, replacements, and improvements to the Building and other improvements on the Land; improvements or alterations required by law; improvements in security systems; materials, tools, supplies, and equipment to enable Landlord to supply services that Landlord would otherwise have obtained from a third party; expenditures designed to result in savings or reductions in Operating Costs; landscaping, including fertilization and irrigation supply; parking area maintenance; property management fees; an onsite management office; all utilities serving the Common Areas and other non-leased areas and not separately billed to or reimbursed by any tenant of the Building; cleaning; window washing, and janitorial services; all insurance customarily carried by owners of comparable buildings or required by any mortgagee of the Building; supplies; service and maintenance contracts for the Building; wages, salaries, and other benefits of employees of the Landlord up to and including the building manager (including a pro rata share only of the wages and benefits of employees who are employed at more than one building, which pro rata share shall be determined by Landlord and shall be based on Landlord’s estimate of the percentage of time spent by the employees at the Building); legal, accounting, and administrative costs; and uniforms and working clothes for employees and the Project cleaning of them. Landlord may contract for the performance of some or all of the management and maintenance functions generally described in a qualitythis section with entities that are affiliated with Landlord. Operating Costs shall also include an allocated share of costs which relate to amenities not exclusively serving the Building, first class condition, and includessuch as, but is not limited to, all charges allocable to parking facilities. Landlord will make the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance allocations of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water these costs to the Building Exterior Areas in good faith. However, Tenant specifically acknowledges that the making of allocations requires the Projectexercise of business judgment which could be subject to differing opinions. Accordingly, Landlord’s allocations will be upheld unless Tenant can prove that the allocations have been make in bad faith and are arbitrary and discriminatory as to Tenant. Operating costs shall exclude expenditures for (i) capital improvements, except (a) those required by laws enacted after the Date of this Lease; the amount paid (expenditures for Project lighting; the amount paid for all labor and/or wages and other employment related paymentsmaterials, including cost to Landlord of workmen’s compensation and disability insurancetools, payroll taxes, welfaresupplies, and fringe benefits made equipment purchased by Landlord to janitors, employees, building managers, contractorsenable Landlord to supply services that Landlord would otherwise have obtained from a third party, and subcontractors (c) replacement of the Landlord involved non-structural items in the operationCommon Areas, maintenance, repair, and restoration in any of the Project to the extent such persons were involved in such activities; which cases the cost of maintenance the capital improvements shall be included in Operating Costs for the year in which the cost is incurred and repair subsequent years, amortized on a straight-line basis over an appropriate period, but in no event more than ten years, and (ii) legal costs incurred in negotiating or enforcing leases against tenants, disputes with tenants, or legal costs associated with general operation of the landscapingentity comprising Landlord, sidewalks including attorney’s fees. Capital Improvements intended to result in savings or reductions in Operating Costs, will be included within the definition of Operating Costs for the year in which the costs are incurred and subsequent years, amortized on a straight-line basis over an appropriate period but in no event more than ten (10) years. If Landlord leases any item of capital equipment designed to result in savings or reductions in Operating Costs, then the rent and other Building Exterior Areas; costs paid under the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed leasing arrangement shall be included in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and Operating Costs for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord year in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Projectwhich they are incurred.

Operating Costs. (a) As Tenant shall, for the entire Lease Term, pay to Lessor as additional Rentrent, Tenant shall pay Tenant’s without any setoff or deduction therefrom, its Proportionate Share of any and all costs and expenses which Lessor or Lessor's manager may incur because of or in connection with the Lessorship, maintenance, management and operation of the Land and/or the Building ("Operating Costs"). The purposes "Proportionate Share" is defined as the portion of this LeaseOperating Costs equivalent to a fraction of the total thereof, the term “Tenant’s Share” shall mean one hundred numerator of which is the number of net rentable square feet comprising the Demised Premises and the denominator of which is the greater of (i) the number of net rentable square feet actually leased within the Building, or (ii) ninety-five percent (10095%) of the Operating Costs incurred by Landlord with respect to number of net rentable square feet contained within the ProjectBuilding. The term “"Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, " are defined to include all expenses and operation of the Building and the Project in a quality, first class condition, and includes, costs (but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities specific costs which are occasioned separately billed to and paid by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, individual tenants) of every kind and nature whatsoever, and the Taxes, incurred by Landlord which Lessor or Lessor's manager shall pay or become obligated to pay because of or in connection with the ownership, managementLessorship, maintenance, operationmanagement and operation of the Land, administration the Building and repair supporting facilities of the Building, including but not limited to all real estate taxes and annual installments of special or other assessments payable with respect thereto, and all other taxes, service payments in lieu of taxes, exercises, levies, fees, or charges, general and special, ordinary and extraordinary, of any kind, which are assessed, levied, charged, confirmed or imposed by any public authority upon the Land and/or the Building, its operations or the rent provided for in this Lease; the cost of protesting any such taxes; management fees; insurance premiums; utility costs; janitorial costs; Building security costs; costs of wages and maintenance costs relating to the Building (including but not limited to sidewalks, skyways, landscaping and service areas); services; service contracts; equipment and supplies; and all other costs of any nature whatsoever which for federal tax purposes may be expensed rather than capitalized, but exclusive only of leasing commissions, depreciation, costs of tenant improvements and payments of principal and interest on any mortgages, deeds of trusts, or other security devices covering the Building. Operating Costs shall also include the yearly amortized portion of capital costs incurred by Lessor for improvements or structural repairs to the Building required to comply with any change in the laws, rules or regulations of any governmental authority having jurisdiction, or for purposes of reducing Operating Costs, which costs shall be amortized over the useful life of such improvements or repairs, as reasonably estimated by Lessor or by Lessor's property manager. As soon as reasonably practicable prior to the commencement of the Lease Term and prior to the commencement of each ensuing calendar year during the Lease Term, Lessor shall furnish to Tenant an estimate of Operating Costs for the first calendar year included in whole or in part in the Lease Term and each ensuing calendar year. Tenant shall pay, as additional rent hereunder, together with each installment of Base Rent, one-twelfth (1/12th) of its estimated annual Proportionate Share of Operating Costs. As soon as reasonably practicable after the end of each calendar year included in whole or in part in the Lease Term, Lessor shall furnish to Tenant a statement of the actual Operating Costs for the previous calendar year, including Tenant's Proportionate Share of Operating Costs, and within thirty (30) days thereafter Tenant shall pay to Lessor, or Lessor shall credit to the next rent payments due Lessor from Tenant, as the case may be, any difference between the actual Operating Costs payable by Tenant hereunder and the estimated Operating Costs paid by Tenant. Tenant's Proportionate Share of Operating Costs for the years in which this Lease commences and terminates shall be prorated based upon the dates of commencement and termination of the Lease Term. Notwithstanding any other provision herein to the contrary, it is agreed that in the event that the Building is not fully occupied at any time during the Lease Term, an adjustment shall be made in computing the Operating Costs for such year so that the Operating Costs shall be computed for such year as though the Building had been fully occupied during such year (including, for real estate tax purposes, as if fully occupied and assessed as a completed Building during such year). Notwithstanding any provision herein that may be construed to the contrary, Lessor shall have the right, in its reasonable discretion, to determine, from time to time, the method of computing Operating Costs, the allocation of Operating Costs to various types of space within the Building and/or the Project, the extent of the appurtenances to the Building and/or the Pro . ect, and the rentable area of the Demised Premises, the Building and the Project, and Tenant shall be bound thereby.

Operating Costs. (aI) As additional Rent, Tenant shall pay Tenant’s Share of all The term "Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” " means the total amounts paid or payable whether by the Landlord or others on behalf of the Landlord in connection with the ownership, maintenance, repair, repair and operation of the Building and Building, including without limiting the Project in a qualitygenerality of the foregoing, first class conditionthe purchase of steam or other energy for heating or other purposes, and includes, but is not limited to, the amount paid or payable for all charges allocable electricity furnished by the Landlord to the Project pursuant to any covenantsBuilding, conditions the amount paid or payable for replacement of electric light bulbs, tubes and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined)ballasts; the amount paid or payable for all hot and cold water to the Building Exterior Areas of the Project; (other than that paid by Tenants), the amount paid for Project lighting; the amount paid or payable for all labor and/or wages and other employment related payments, payments including cost costs to Landlord of workmen’s or xxxxxxx'x compensation and disability insurance, payroll taxes, welfare, welfare and fringe benefits made to janitors, caretakers, and other employees, building managers, contractors, contractors and subcontractors of the Landlord (including but not limited to salary or wages of the building manager) involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscapingBuilding, sidewalks managerial and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications administrative expenses related to the Building Exterior Areas occasioned by any rulesBuilding, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and repair, care, operation, maintenance, cleaning, repair, and restoration cleaning of the Project; Building, the amounts amount paid or payable for all supplies, tools, equipment, supplies including all supplies and necessities which are occasioned by everyday wear and tear; , the costs of climate control, window and exterior wall cleaning; , telephone and utility costs, the cost of accounting services necessary to compute the rents and charges payable by the tenants of the Project; Building, fees for management, legal, inspectionaccounting, inspection and consulting services; , the cost of guards and other protection services, payments for general maintenance and repairs to the plant and equipment supplying, the amount paid for premiums for all insurance obtained by Landlord and all amounts payable in accordance with ground leases, easements, or required by Landlord’s mortgageesright of way appurtenant to the Building. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall not, however, include the sum interest on debt, capital retirement of all costsdebt, expensesdepreciation, costs properly chargeable to capital account, and disbursementscosts directly charged by the Landlord to any tenant or tenants. The reference to "Building" in this subparagraph (c)(I) shall include all related facilities including sidewalks, of every kind and nature whatsoevergrounds, elevators, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of other public areas -------- -------- initials initials contained around the Building as well as landscaping, parking areas, and exterior walkways and areas. By setting forth the above items which may or Projectcould be included within Operating Costs, it is not meant to indicate or imply that all of such activities or services will be provided by the Landlord.

Operating Costs. Tenant shall, for the entire Term, pay to Landlord as an item of additional rent, without any setoff or deduction therefrom, its Proportionate Share of costs (a"Operating Costs") As additional Rentwhich Landlord may incur in maintaining and operating the Project during each calendar year of the Term. "Proportionate Share" is defined as the decimal equivalent of a fraction, Tenant the numerator of which is the rentable area of the Premises and the denominator of which is the rentable area within the entire Building. "Operating Costs" are defined to include all reasonable expenses and costs (but not specific costs which are separately billed to and paid by individual tenants, including Tenant) which the Landlord shall pay Tenant’s Share or become obligated to pay because of all Operating Costs. The purposes of this Lease, or in connection with the term “Tenant’s Share” shall mean one hundred percent (100%) operation and maintenance of the Operating Costs incurred by Landlord Project and supporting facilities of the Project, including but not limited to all real estate taxes and annual installments of special assessments payable in such calendar year with respect to the Project; costs of any contest of such taxes, including reasonable attorney's fees; management fees (except that no management fee shall be charged during such period(s) that Tenant elects to maintain and manage the common areas pursuant to Section 10), insurance premiums, utility costs, security costs, costs of wages, maintenance costs (relating to the Project including sidewalks, landscaping and parking or service areas, common areas, service contracts, equipment and supplies) and all other costs of any nature whatsoever which for federal tax purposes may be expensed rather than capitalized, all in accordance with Generally Accepted Accounting Principles, consistently applied but exclusive only of leasing commissions, depreciation, costs of leasehold improvements and payments of principal and interest on any mortgages, deeds of trusts, or other security devices covering the Project. Operating Costs shall also include the yearly amortization of capital costs incurred by the Landlord for improvements or structural repairs to the Project required to comply with any change after the commencement date in the laws, rules or regulations of any governmental authority having jurisdiction, or for purposes of reducing Operating Costs (other than by replacement of worn out and obsolete equipment or building components), which costs shall be amortized over the useful life of such improvements or repairs, as reasonably estimated by the Landlord, but in no event in excess of the savings. The term “management fee shall not exceed 3% of Tenant's Base Rent and Operating Costs” means Costs (determined without reference to any management fee or taxes and special assessments). Operating Expenses shall not include any compensation or benefits for any off-site manager, any administrative or overhead expenses, any special assessments or charges in the total amounts paid nature of or payable by Landlord in lieu of assessments which are now levied or others pending or which are hereafter imposed or levied in connection with the ownership, maintenance, repair, and operation or as a consequence of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas development of the Project; . As soon as reasonably practicable prior to the amount paid commencement of each calendar year during the Term, Landlord shall furnish to Tenant an estimate of Operating Costs for Project lighting; the amount paid ensuing calendar year and Tenant's Proportionate Share thereof. Tenant shall pay, as additional rent hereunder together with each installment of Base Rent, one-twelfth (1/12th) of its estimated annual Proportionate Share of Operating Costs. As soon as reasonably practicable after the end of each calendar year during the Term and in any event within 120 days, Landlord shall furnish to Tenant a statement of the actual Operating Costs for all labor and/or wages and other employment related paymentsthe previous calendar year, including cost to Landlord Tenant's Proportionate Share of workmen’s compensation and disability insurance, payroll taxes, welfareOperating Costs, and fringe benefits made within thirty (30) days thereafter Tenant shall pay to janitorsLandlord, employeesor Landlord shall credit to the next rent payments due Landlord from Tenant, building managersas the case may be, contractors, any difference between the actual Operating Costs and subcontractors the estimated Operating Costs paid by Tenant. Tenant's Proportionate Share of Operating Costs for the years in which this Lease commences and terminates shall be prorated by multiplying the actual Operating Costs by a fraction the numerator of which is the number of days of that year of the Landlord involved Term and the denominator of which is 365. Notwithstanding any other provision herein to the contrary, it is agreed that in the operationevent that the Project is not fully occupied at any time during the Term, maintenance, repair, and restoration an adjustment shall be made in computing the management fee component of the Operating Costs for such year so that the management fee component of the Operating Costs shall be computed for such year as though the Project had been fully occupied during such year. For a period of three (3) years following Tenant's receipt of Landlord's statement of actual Operating Costs, Landlord shall keep available for Tenant's inspection and/or audit complete books and records relating to Operating Costs. During this period Tenant may copy, inspect and/or audit Landlord's Operating Costs books and records upon reasonable notice to Landlord. The audit must be performed during regular business hours in the offices where Landlord maintains its accounting records. No subtenant will have the right to audit under this provision. An assignee may have the right to audit as provided herein, however, such right shall only apply to the extent such persons were involved assignee's term pursuant to the Lease. In the event a discrepancy of three percent (3%) or more is found in such activities; favor of Tenant, Landlord shall pay the cost of maintenance and repair such audit. If the audit discloses an overcharge by Landlord, Landlord shall reimburse Tenant for such overcharge within twenty (20) days, unless Landlord disputes the result of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Projectaudit.

Operating Costs. (a) As Tenant shall, for the entire Lease Term, pay to Landlord as additional Rentrent, Tenant shall pay without any set-off or deduction therefrom, Tenant’s Share 's share of all costs which Landlord may incur in owning, maintaining and operating the Project for each calendar year during the Lease Term. Said costs are referred to herein as "Operating Costs. The purposes " and are hereby defined to include, but shall not be limited to, all real estate taxes and annual installments of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord special assessments payable with respect to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, replacement and operation care of all heating, lighting, plumbing and air conditioning fixtures, equipment and systems serving the Building common areas, parking and the Project in a qualitylandscape areas, first class conditionsigns, and includessnow removal, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use non-structural repair and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to exterior of the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, (including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost equipment purchased and used for such purposes), management fees, insurance premiums, utility costs, costs of accounting services necessary to compute charges payable by the tenants wages, services, equipment and supplies, and all other costs of any nature whatsoever which for federal tax purposes may be expensed rather than capitalized, but exclusive only of leasing commissions, depreciation, costs of tenant improvements, and payments of principal and interest on any mortgages covering the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall also include any expenses or the sum yearly amortization of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, capital costs incurred by Landlord for improvements or structural repairs to the Project required to comply with any change in connection with the ownershiplaws, managementrules or regulations of any governmental authority having jurisdiction, maintenanceor for purpose of reducing Operating Costs, operationwhich costs shall be amortized over the useful life of such improvements or repairs, administration as reasonably estimated by Landlord. Tenant's proportionate share of operating expenses shall be that fraction, the numerator of which is the area of Tenant's Demised Premises and repair the denominator of all or any portion which is the total area of the Building Building. As soon as reasonably practicable prior to the commencement of each calendar year during the Lease Term, Landlord shall furnish to Tenant an estimate of Tenant's share of Operating Costs for the ensuing calendar year, and Tenant shall pay, as additional rent hereunder together with each installment of monthly base rent, one-twelfth (1/12th) of its estimated annual share of such Operating Costs. As soon as reasonably practicable after the end of each calendar year during the Lease Term, Landlord shall furnish to Tenant a statement of the actual Operating Costs for the previous calendar year, including Tenant's share of such amount, and within thirty (30) days thereafter, Tenant shall pay to Landlord, or ProjectLandlord to Tenant as the case may be, the difference between such actual and estimated excess Operating Costs paid by Tenant. Tenant's share of such excess Operating Costs for the years in which this Lease commences and terminates, and shall be prorated based upon the dates of commencement and termination of the Lease Term.

Operating Costs. (a) As additional Rent, Tenant shall pay Tenant’s Share of all Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect means any and all costs and expenses directly related to the Project. The term “Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, ownership and operation of the Building Premises actually incurred by Landlord from and after the Project Commencement Date of this Lease in a qualityconnection with: (a) the repair, first class conditionreplacement, and includesoperation, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project Premises, including, without limitation, interior and exterior maintenance, all exterior doors and windows, elevators, sidewalks, driveways, interior perimeter and interior partition walls and finishes (“CC&Rs”including periodic painting thereof); Taxes , exterior wall finishes, broken glass in exterior and interior doors and windows, roof, floor covering, window frames, gutters and downspouts, HVAC system, (as hereinafter defined); b) the amount issuer administrative fee paid for all hot Landlord under the operating budget and cold water the property management fees paid to the Building Exterior Areas entity or entities managing the Premises under property management contracts which meet the requirements of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes Section 10.2 of this Lease and for Lease; (c) the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, auditing fees incurred by Landlord in connection with the ownershippreparation of the financial statements required under Section 10.2 of this Lease; (d) the expenses, fees and charges paid to the operator of the , if any, and incurred in connection with operation of the , provided that Tenant has concurred with the hiring of an operator for the management contract which complies with Revenue Procedure 97-13 or any successor revenue procedure issued by the Internal Revenue Service governing management, operation or other service contracts in connection with the issuance of tax-exempt obligations; (e) all costs of services furnished by or through Landlord, if any, in connection with the Premises (provided, however, Landlord shall be required to obtain such services at rates generally competitive in the marketplace), including janitorial, security, if any, in connection with the Premises, gardening, landscaping, and related costs and expenses, licenses, permits, and inspection fees, the cost of supplies, materials, equipment, and tools used in connection with the maintenance, operation, administration and repair of all or any portion replacement of the Building Premises and all other reasonable, necessary and customary costs and expenses directly related to the operation, maintenance, repair and replacement of the Premises; (f) any damage to the Premises (but not to Tenant’s Personal Property) caused by breaking and entering or Project.other criminal act not covered by insurance; (g) all costs of compliance with Laws or the board of fire underwriters (or similar organization) now or hereafter constituted as applicable to the Premises; (h) all insurance premiums for insurance required to be carried under (i) all rent and other payments owing by Landlord under the terms of (j) all costs or liabilities that Landlord may incur under the (k) amounts for deposit in the Capital Repairs Fund pursuant to

Operating Costs. (a) As additional Rent, A. Tenant shall pay to Landlord, as additional rent during the Term, Tenant’s Share 's proportionate share of all Operating Costs. The purposes property taxes, assessments, insurance and costs of this Leasemaintenance, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect repairs to the Project, including down spouts, gutters, painting, and proportionate share of Operating Costs, as hereinafter defined, calculated on the basis of the ratio set forth herein. The term “"Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership" shall mean any and all expenses, maintenance, repair, costs and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges disbursements of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, whatsoever incurred by Landlord in connection with the ownership, management, maintenance, operation, administration operation and repair of all the Development which Landlord shall pay or any portion become obligated to pay during a certain calendar year (regardless of when such Operating Costs were incurred). The Operating Costs shall be incurred by Landlord for the purpose of operating and maintaining the Project in a condition of similar quality to that of developments similar in nature. The Operating Costs shall include, but are not limited to, the sprinkler systems, the costs of maintaining and repairing parking lots, parking structures and easements, the elevator in the Building and other common areas of the Building Project, a property management fee of ten (10%) percent of the total of Operating Costs, salaries, fringe benefits and related costs payable to employees of Landlord whose duties are connected with the Project, insurance costs, all heating and air conditioning costs, electricity, sewer and water and other utility costs not separately metered to tenants of the Project, landscape maintenance, trash and snow removal pest extermination, Taxes, as defined in this Section 7, and costs and expenses incurred by Landlord in protesting any assessments, levies or Projectthe tax rate. The Operating Costs shall not include the following; (i) costs of alterations of any tenant's premises; (ii) costs of curing construction defects; (iii) depreciation; (iv) interest and principal payments on mortgages, and other debt costs; (v) real estate broker’s leasing commissions or compensation; (vi) any cost or expenditure (or portion thereof) for which Landlord is reimbursed, whether by insurance proceeds or otherwise; (vii) cost of any service furnished to any other occupant of the Project that Landlord does not provide to Tenant; and (viii) capital improvements.

Operating Costs. (a) As additional Rent, Tenant shall pay Tenant’s Share of all The term "Operating Costs. The purposes of this Lease, the term “Tenant’s Share” shall mean one hundred percent (100%) of the Operating Costs incurred by Landlord with respect to the Project. The term “Operating Costs” " means the total amounts paid or payable by Landlord Landlord, or others on behalf of Landlord, in any calendar year, in connection with the ownership, maintenance, repair, repair and operation operations of the Project, including the Building and, including without limiting the generality of the foregoing, the amounts paid for all energy and fuel used in connection with common areas and used in and about the Project in a quality, first class condition, and includesProject, but is not limited toin the Demised Premises, the amount paid for all charges allocable electricity furnished to the Project pursuant Project, other than electricity furnished to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined)paid for by tenants in accordance with their separate meters; the amount paid for all hot and cold water other than that chargeable to the Building Exterior Areas tenants by reason of the Project; the amount paid for Project lightingtheir extraordinary consumption of water; the amount paid for all labor and/or wages and other employment related payments, payments including cost to Landlord of workmen’s 's compensation and disability insurance, payroll taxes, welfare, welfare and fringe benefits made to janitors, security personnel, employees, building managers, contractors, contractors and subcontractors of the Landlord involved in the operation, maintenance, repair, operation and restoration maintenance of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees sewer taxes and charges; Real Estate Taxes (as are hereinafter described); managerial, administrative expensesand telephone expenses related to the Project; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, maintenance and restoration cleaning of the Project, including snow and trash removal and landscaping; the amounts amount paid for all supplies, tools, equipment, equipment and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute the rents and charges payable by the tenants of the Projecttenants; legal, inspection, inspection and consulting services; the cost of pest control; the cost of guards and other protection services; payments of general maintenance and repairs to the plant and equipment supplying climate control; and the amount paid for premiums for all insurance obtained required or deemed desirable from time to time by Landlord or required by Landlord’s mortgagees's mortgagee(s), including without limitation loss of rent or business interruption insurance. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall not, however, include interest on debt, capital retirement of debt, costs properly chargeable to capital account except for capital expenditures which reduce operating expenses in which case such expenditures shall be amortized over the sum life of the object for such capital expenditure, or any cost which is charged to and collected from any tenant of the Project on account of any negligent or willful act or omission of such tenant or for which such tenant may be liable, contractually or otherwise. The reference to "Project" in this subparagraph (b) shall include all costsrelated facilities, expensesincluding sidewalks, loading and/or parking areas and disbursementsdriveways, landscaping, curbs, curb cuts and other public areas in or around the Building, other buildings and improvements in the Project. The provision or termination of every kind and nature whatsoever, such services or others and the Taxesdegree thereof shall be determined by Landlord. Moreover, incurred when Landlord causes services to be rendered by independent third parties, Landlord shall have no liability for the performance thereof or liability therefor, provided that Landlord has not been grossly negligent in connection with the ownership, management, maintenance, operation, administration hiring and repair supervision of all or any portion of the Building or Projectsuch third parties.

Operating Costs. Tenant shall pay as Additional Rent its pro rata share of Operating Costs of the Building and Property. The projected preliminary estimated calendar year 1999 operating costs for the Premises are $1.90 per rentable square foot of the Premises. This amount shall be adjusted in accordance with the procedures outlined below. (a) Definition. As additional Rent, Tenant shall pay Tenant’s Share of all Operating Costs. The purposes of this Leaseused herein, the term “Tenant’s Share” shall mean one hundred percent "Operating Costs" means (100%except as specifically excluded below) the actual costs incurred in owning, operating and maintaining the Building and Property during each year of the Operating Costs Lease Term. Such operation and maintenance costs shall include, by way of example rather than of limitation, (i) real property, county, and other similar taxes or assessments, including but not limited to any special assessments, levied against any or all of the Building and Property; (ii) charges or fees for, and taxes on, the furnishing of water, sewer service, gas, fuel, electricity or other utility services to the Premises and common areas of the Building and Property; (iii) costs of providing landscaping service, snow removal service, and of maintaining grounds, common areas of the Building and adjacent parking areas and mechanical systems of the Building; (iv) all other reasonable costs of maintaining, repairing or replacing any or all of the Building, except (a) costs for repairs, maintenance and replacements required due to defective materials, installations or workmanship at the time of initial construction of the Building and Property and expenses incurred in connection with the enforcement of any warranty rights in connection therewith, or (b) costs to repair the roof, foundation, interior load bearing partitions, exterior walls and window systems, except to the extent any such structural repair is required due to Tenant's negligence or willful misconduct; (v) charges or fees for any necessary governmental permits; (vi) customary and reasonable management fees under a management agreement, and related overhead and expenses; (vii) premiums for hazard, liability, workmen's compensation or similar insurance upon any or all of the Building and Property as maintained by Landlord under Paragraph 20; (viii) costs arising under service contracts with independent contractors for servicing, maintenance and repair of building equipment and systems; and (ix) the cost of any other items which, under generally accepted accounting principles consistently applied from year to year with respect to the ProjectBuilding and Property, constitute operating or maintenance costs attributable to any or all of the Premises. The term “Landlord and its agents reserve the right to enter onto the Premises at reasonable times upon reasonable notice from Landlord or its agent and accompanied by a representative of Tenant, excepting emergency, for the specific purpose of managing and maintaining the Premises. Landlord agrees that it shall make no profit from its collection of Operating Costs” means the total amounts paid or payable by Landlord or others in connection with the ownership, maintenance, repair, and operation of the Building and the Project in a quality, first class condition, and includes, but is not limited to, all charges allocable to the Project pursuant to any covenants, conditions and restrictions and/or reciprocal easement agreements governing the use and maintenance of the Project (“CC&Rs”); Taxes (as hereinafter defined); the amount paid for all hot and cold water to the Building Exterior Areas of the Project; the amount paid for Project lighting; the amount paid for all labor and/or wages and other employment related payments, including cost to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare, and fringe benefits made to janitors, employees, building managers, contractors, and subcontractors of the Landlord involved in the operation, maintenance, repair, and restoration of the Project to the extent such persons were involved in such activities; the cost of maintenance and repair of the landscaping, sidewalks and other Building Exterior Areas; the amount paid for maintaining and repairing plumbing servicing the Building Exterior Areas, alarm and security systems and personnel (if any), including the cost of preventative maintenance contracts; modifications to the Building Exterior Areas occasioned by any rules, regulations, or laws effective regardless of whether prior to or subsequent to the Commencement Date; permits, licenses, and certificates necessary to operate and manage the Project; managerial fees and managerial, administrative expenses; the total charges of any independent contractors employed in the care and operation, maintenance, cleaning, repair, and restoration of the Project; the amounts paid for all supplies, tools, equipment, and necessities which are occasioned by everyday wear and tear; the costs of cleaning; the cost of accounting services necessary to compute charges payable by the tenants of the Project; legal, inspection, and consulting services; and the amount paid for premiums for all insurance obtained by Landlord or required by Landlord’s mortgagees. For purposes of this Lease and for the avoidance of doubt, Operating Costs shall include the sum of all costs, expenses, and disbursements, of every kind and nature whatsoever, and the Taxes, incurred by Landlord in connection with the ownership, management, maintenance, operation, administration and repair of all or any portion of the Building or Project.