Common use of Operating Costs Clause in Contracts

Operating Costs. (a) In each year of the Term, the Tenant will pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent (90%) (“Tenant’s Share”) of (i) the Landlord’s total costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; and, (ii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, if any, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rent.

Operating Costs. Landlord and Tenant agree that the Base Rent set out in Article 3 is the minimum rental to be paid by Txxxxx. Base Rent includes the Operating Costs (aas defined below) In each for calendar year 2023 (the “Base Year”) which are estimated to be $8.15 per rentable square foot exclusive of Tenant’s direct occupancy costs. Landlord will charge Tenant, and Txxxxx agrees to pay, as additional rental (“Additional Rent”), Txxxxx’s Share (as defined at the end of this Article 31) of the Termincrease in Operating Costs (as defined below) over the Operating Costs of the Base Year, as determined during the Term with respect to each calendar year commencing on January 1 and ending the next following December 31 (“Calendar Year”) following the Base Year (each, an “Increase”). For the purposes of this Lease, “Operating Costs” shall include the following expenses, costs and disbursements of every kind and nature, relating to or incurred or paid in connection with owning, managing, marketing, maintaining, landscaping, repairing, and operating the Building, the parking areas, the Common Areas and the grounds of which the Premises are a part (but exclusive of the Premises itself unless otherwise provided herein) and the personal property used in conjunction therewith, except for any expenses in maintaining, repairing or operating the Premises paid by Tenant will pay directly or otherwise pursuant to the Landlord express provisions of this Lease, such expenses, costs and disbursements being in addition to other expenses and charges provided elsewhere in this Lease and include but are not limited to the Minimum Rent specified in Paragraph 4 hereoffollowing: all services provided by Landlord for the Premises; ad valorem taxes (or other governmental taxes or levies on the rents, as further additional rentthe Building and the Property); electricity, ninety percent natural gas, water (90%including for the Premises), sewer and all other utilities including power for heating, lighting, air conditioning and ventilating; repair, maintenance and replacement of the ventilation, heating and air conditioning system(s) (“Tenant’s ShareHVAC”) which do not exclusively serve one tenant in the Building; payments made under any maintenance and service contracts for the HVAC, the Building and the equipment used in connection therewith; 23134410.6 window cleaning; janitorial services for Common Areas; trash, debris and garbage removal and disposal; exterminating and pest control (for the exterior of the Building); snow and ice removal; garage and parking lot operators; elevator maintenance; waste recycling service for Common Areas; landscaping maintenance and customary landscaping replacement; restriping and repairing the parking areas; insurance, including but not limited to fire, extended coverage, liability, workers’ compensation, elevator and any other insurance carried in good faith by the Landlord and applicable to the Property; painting; uniforms; customary property management fees; supplies; sundries; sales or use taxes on supplies or services; costs of all supplies, tools, equipment, materials and replacements used in the operation, management, repair, maintenance and access control of the Property; repairing and maintaining utility lines which do not exclusively serve one tenant in the Building; providing Property identification signs; periodic repainting of exterior walls of the Building (iincluding steam cleaning or sandblasting thereof or other graffiti-removal procedures); repairing and maintaining overhead canopies at the Building; repairing and maintaining sprinklers and sprinkler-risers serving the Premises and the Building of which the Premises are a part, but which do not exclusively serve one tenant in the Building; repairing and maintaining sidewalks; wages and salaries (whether direct or indirect as reasonably allocated by Landlord) of all persons engaged in the Landlord’s total management, operation and maintenance of the Building and so-called fringe benefits, or any other cost or expenses which the Landlord pays or incurs to provide benefits for employees so engaged in the management, operation and maintenance of the Building; the charges of any independent contractor who under contract with the Landlord or Agent does any of the work of operating or maintaining the Building; the costs and expenses incurred by Landlord in insuring connection with the Building pursuant to Paragraph 9(d) hereof; andmaintenance, (ii) real property taxes (operation and repair of any common facilities, including school taxes and local improvement rates) and all business roadways, private driveways, plaza areas, walkways, utility lines, pipes, wires, cables and other utility facilities, retention facilities, storm and sanitary sewers, culverts, drains, headwalls, manholes and related equipment, parking, grounds and landscaping, and shared hallways, lobbies, corridors, elevators, entrances and exits, restrooms and stairways, now or servicing the Property and the Premises (and not exclusively another tenant); legal and accounting expenses, including but not limited to such expenses as relate to seeking or obtaining reductions in and refunds of real estate taxes, if anyor any other expense or charge, from time to time payable by the Landlord whether or not hereinbefore mentioned, which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises accordance with generally accepted accounting and Common Areas and Facilities, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may management principles would be estimated by the Landlord for such period or periods considered as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost an expense of maintaining, operating, repairingor repairing the Building. If any Building expense, replacing or administering though paid in one year, relates to more than one calendar year, at the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion option of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord such expense may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand be proportionately allocated among such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rentrelated calendar years.

Operating Costs. (a) In each year “Operating Costs” includes all costs incurred by Landlord and its Property Manager in operating, managing, repairing and maintaining the Common Facilities, including without limitation: gardening and landscaping; the cost of public liability, property damage and other Insurance carried by Landlord and its Property Manager and applicable to the Common Facilities, including any deductibles thereunder; Real Property Taxes applicable to the Common Facilities; utilities for the Common Facilities; line painting and parking lot repairs; roof repairs; lighting for the Common Facilities; trash and refuse removal for the Common Facilities; supplies; equipment; exterior painting; capital improvements; provided that capital improvements amortized over useful life as reasonably determined by Landlord; the costs of altering, improving, renovating, upgrading or retrofitting any portion of the TermCommon Facilities to comply with all laws, the Tenant will pay regulations and governmental requirements applicable to the Landlord in addition to Center put into effect or interpreted differently after the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent (90%) (“Tenant’s Share”) of (i) the Landlord’s total costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; and, (ii) real property taxes Commencement Date (including school taxes without limitation those related to disabled persons, hazardous materials, lighting upgrades, sprinkler and local improvement ratesenergy-saving retrofits); security service; property management costs (not to exceed 4% of revenues) and all business administrative fees; bookkeeping services; labor; and other taxesthe cost of personnel to implement such services and to direct parking. In lieu of including the entire amount of any such expense in Operating Costs in any one period, if anyLandlord, from time to time payable by at its election, may spread the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilitiesinclusion of, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for amortize, any such period or expenses, in Operating Costs over such multiple periods as the Landlord may determine from time to timeshall determine; provided; however, and the Tenant shall pay to the Landlord the Tenant’s Share that any item included in Operating Costs which is capital in nature will be amortized over its useful life as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Leasereasonably determined by Landlord. Notwithstanding anything contained in this subparagraph (b) above to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of Operating Costs shall not include (1) the cost of maintainingproviding any service directly to and paid in full directly by any single tenant other than Tenant (outside of such tenant’s Operating Cost payments); (2) the cost of any items to the extent Landlord is reimbursed by insurance proceeds (except for deductibles), operatingcondemnation awards, repairinga tenant of the Building, replacing or administering otherwise to the extent so reimbursed; (3) any real estate brokerage commissions or other costs incurred in procuring tenants, or any fee in lieu of commissions; (4) ground lease payments (if any); (5) costs incurred by Landlord caused solely by the violation by Landlord of the terms and conditions of any lease of space in the Building; (6) Landlord’s general corporate overhead not attributable to the Center; (7) bad debt expenses and interest, principal, points and fees on debts or amortization on any ground lease, mortgage or mortgages or any other debt instrument encumbering the Building (including the real property on which the Building is situated); (8) costs, including permit, license and inspection costs, incurred with respect to the installation of other tenants’ or occupants’ improvements made for tenants or other occupants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants in the Building unless improvements to the Building or Common Areas and Facilities thereof, pursuant are required; (9) any costs expressly excluded from Operating Costs elsewhere in this Lease; (10) expenses in connection with services or other benefits which are not offered to Paragraph 10(aTenant; (11) hereof, or, as soon as bills electric power costs to any individual premises in the Building or other utility costs for all any individual premises which any tenant directly contracts with the local public service company; (12) any insurance deductible payable for a covered loss in which the casualty covered by such insurance was caused solely by the negligence or any portion willful misconduct of another tenant or occupant of the amounts so estimated by Center; (13) marketing costs, including leasing commissions and attorneys’ fees in connection with the Landlordnegotiation and preparation of letters, as aforesaiddeal memos, are receivedletters of intent, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Landlord’s estimate aforesaidBuilding; (14) costs (including in connection therewith all attorneys’ fees and costs of settlement, which have not already been so appliedjudgments and/or payments in lieu thereof) and the Tenant shall forthwith pay arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitrations pertaining to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end another tenant of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement Building; and (15) costs incurred in connection with any future expansion of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount Building or amounts with the next monthly payment of Minimum RentCenter.

Operating Costs. (a) In Subtenant shall pay monthly as Additional Sublease Rent, along with monthly installments of Sublease Base Rent, one twelfth (1/12th) of Subtenant’s Proportionate Share (as hereinafter defined) of certain annual costs incurred by Sublandlord during any calendar year falling entirely or partly within the Term in connection with maintaining and operating the Facility and providing the Facility services pursuant to Section 5.5 below (the “Operating Costs”). Subject to adjustments, if any, in accordance with Section 3.3(e) hereof, the term “Operating Costs” will include only the costs and expenses (which shall in all cases be net of any discounts, credits, reimbursements and rebates received by Sublandlord) for the maintenance and operation of the Premises and providing those services provided by Sublandlord as described in Section 5.5(a) hereof. The term “Operating Costs” will not include the following costs and expenses: (A) electricity and compressed air to the Subleased Premises which is separately metered; (B) capital improvements to the Facility; (C) interest, fines or penalties for late payment or violations of applicable laws, rules or regulations by Sublandlord, if any; (D) legal, auditing, consulting and professional fees and other costs paid or incurred in connection with financings, refinancings or sales of any interest in Sublandlord or of Sublandlord’s interest in the Premises, or in connection with the Master Lease (except as expressly set forth in this Sublease); (E) the cost of any items to the extent to which such cost is reimbursed to Sublandlord by tenants or other occupants of the Premises (other than pursuant to this Section), other third parties, or is covered by a warranty to the extent of reimbursement for such coverage; (F) the cost of repairs or replacements incurred by reason of fire or other casualty, or condemnation; (G) damage and repairs necessitated by the negligence or willful misconduct of Sublandlord or its employees, contractors, licensees or agents; and (H) the cost of remediation and removal of “Hazardous Materials” (as defined in Section 19.1(a) of the Master Lease) in the Facility or on the Land (it being understood and agreed that Subtenant shall nonetheless be responsible under Article XIX of the Master Lease for all costs of remediation and removal of Hazardous Materials to the extent caused by Subtenant or its employees, contractors, licensees or agents). (b) Commencing on or about the Sublease Commencement Date and prior to the first day of each calendar year of thereafter during the Term, the Tenant will pay Sublandlord shall submit to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent (90%) Subtenant a statement (“Tenant’s ShareAnnual Operating Costs Statement”) setting forth Sublandlord’s reasonable estimate of (i) the Landlord’s total Operating Costs that are expected to be incurred during such calendar year, together with supporting documentation relating to such costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; andexpenses, and (ii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, if any, Subtenant’s Proportionate Share thereof. Sublandlord may revise such Annual Operating Costs Statement from time to time payable by during the Landlord which are levied or assessed or allocated by Term; provided that Sublandlord shall not do so more than once in any calendar year and then only if there would be an aggregate increase of more than twenty-five percent (25%) in the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this LeaseOperating Costs. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as Sublandlord’s failure to timely deliver the Landlord expends Annual Operating Costs Statement shall not be a default hereunder and shall not waive any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant obligation on the basis part of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees Subtenant to pay Subtenant’s Proportionate Share of Operating Costs and Subtenant shall continue to pay Subtenant’s Proportionate Share of Operating Costs as set forth in the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rentmost recently delivered Annual Operating Costs Statement until a revised Annual Operating Costs Statements is delivered to Subtenant.

Operating Costs. Operating Costs" shall mean any --------------- expenses, costs and disbursements (other than Taxes) of every kind and nature, paid or incurred by Landlord in connection with the ownership, leasing, management, maintenance, operation and repair of all or any part of the Project (adjusted for vacancy as hereafter provided) and of the personal property, fixtures, machinery, equipment, systems and apparatus located in the Project or used in connection therewith. Operating Costs shall not include (a) In each year costs of alterations of tenant premises; (b) costs of capital improvements, except for any capital improvements which are intended to reduce Operating Costs, and any capital improvements which Landlord is required to make pursuant to, or which Landlord shall deem necessary to keep the Project in compliance with, all applicable governmental rules and regulations applicable from time to time to the Project (the foregoing capital improvements that are included within Operating Costs are collectively referred to herein as the "Included Capital Items"), provided that the cost of such Included Capital Items shall be evenly amortized by Landlord over the useful life of such Included Capital Item and such amortized costs are only included in Operating Costs under this Lease for that portion of the useful life of the Included Capital Item which falls within the Term; (c) depreciation (except on any Included Capital Items); (d) interest and principal payments on mortgages or any rental payments on any ground or other underlying leases subject to which Landlord holds its interest in the Project (hereinafter, referred to individually as a "Ground Lease" and collectively as "Ground Leases"), and other debt costs, if any; (e) real estate brokers' leasing commissions or compensations; (f) any cost or expenditure (or portion thereof) for which Landlord is reimbursed, whether by insurance proceeds or otherwise (Operating Cost Share Rent and Tax Share Rent provided for in any tenant leases are not reimbursements); (g) the cost of any kind of service furnished to any other office tenant of the Project which Landlord does not make available to Tenant will pay hereunder; (h) executives' salaries above the grade of building manager; (i) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents and enforcing tenant leases, preparing partnership returns and other partnership financial statements, and audits other than those incurred in connection with the preparation of statements required pursuant to Section 2B above; and (j) legal fees, space planner fees, real estate brokers' leasing commissions and advertising expenses incurred with regard to leasing the Building or portions thereof. If during all or any portion of any fiscal year the Project is not fully rented and occupied by tenants, Landlord in addition may elect to the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent make an appropriate adjustment (90%) (“Tenant’s Share”an "Equitable Adjustment") of Operating Costs for such fiscal year, employing sound accounting and management principles, to determine the Operating Costs that would have been paid or incurred by Landlord had the Project been fully rented and occupied for the entire fiscal year, and the amount so determined shall be deemed to have been the Operating Costs for such fiscal year. The foregoing process illustrated by the following hypothetical which assumes (i) the Landlord’s total costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereofhas ten floors; and, (ii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, if any, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant occupies one floor and therefor, 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 were to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s 's Proportionate Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering such service for the Building it would pay $100. Instead, Landlord shall estimate the cost of such service for the Building if it were one hundred percent (100%) occupied. If there would be any savings in the variable costs per floor of providing the service because such service would be provided for all ten floors, instead of one floor, these should be taken into account by Landlord in making its estimate. If some savings would exist, the estimate of the Landlord would be an amount that is less than the amount obtained by multiplying the number of floors in the Building by the cost of providing such service to one floor (10 x $1000); for example, $9,000. The amount of Landlord's estimate ($9,000) less the actual cost incurred by the Landlord in providing the service ($1000) would equal the Equitable Adjustment ($8000). The Equitable Adjustment would be added to the accrual cost and Tenant would then pay Tenant's Prorata Share of this amount, that is, Tenant would pay $9,000 times 10%, which equals $900. If Landlord is not furnishing any particular work or service (the Common Areas and Facilities thereof, pursuant cost of which if performed by Landlord would constitute an Operating Cost) to Paragraph 10(a) hereof, or, as soon as bills a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord for all or any portion of a fiscal year, Operating Costs for such fiscal year shall be deemed to be increased by an amount equal to the amounts so estimated additional Operating Costs which reasonably would have been incurred during such fiscal year by Landlord if it had, at its own expense, furnished such work or service to such tenant. Notwithstanding anything contained herein to the Landlord, as aforesaid, are receivedcontrary, the Landlord may thereafter xxxx the Tenant provisions of this Section 2C(2) with respect to an Equitable Adjustment of Operating Costs for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis vacancy, or as a result of the Landlord’s estimate aforesaidperformance by tenants of certain services, shall apply only to Operating Costs which have are variable and which increase as occupancy in the Project increases and shall not already been so applied) and the Tenant shall forthwith pay apply to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for any Operating Costs which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If do not vary with the amount of occupancy in the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum RentProject.

Operating Costs. (a) In each year of Throughout the Term, the Tenant will shall pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent (90%) (“Tenant’s Share”) of (i) the Landlord’s total costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; and, (ii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, if any, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord monthly instalments on account of its ownership thereofOperating Costs, plus applicable HST, which are preliminarily estimated to be Twenty Thousand Six Hundred One Dollars and Seventy Nine Cents ($20,601.79) per month. (b) The amounts Upon reasonable prior written notice to the Tenant, the Landlord may adjust the amount of such monthly payments from time to time during the Term, so that the aggregate of such payments will reasonably approximate the Operating Costs for the same period. (c) It is understood and agreed that the amount referred to in Section 3.3(a) is only an estimated amount. Within sixty (60) days after each lease year during the Term and within sixty (60) days after the expiration or earlier termination of this Lease, the Landlord shall deliver a detailed statement itemizing all components of the Operating Costs for the previous twelve (12) months and the Tenant shall pay to the Landlord, or the Landlord shall repay to the Tenant, after the Landlord’s determination of Operating Costs for such period, the amount by which the actual Operating Costs payable, as calculated by the Landlord, exceeds, or is exceeded by, as the case may be, the estimated Operating Costs received by the Landlord for that period. (d) Subject to Section 6.4 and Section 6.6, and Tenant’s obligations under Section 6.1, the Landlord will operate, maintain, repair and replace the Premises in the same state as on the Commencement Date, subject to reasonable wear and tear, and the cost thereof shall be included in Operating Costs payable by the Tenant pursuant to this Paragraph 10 may be estimated by Lease. (e) By written notice to the Landlord for such period or periods as the Landlord may determine from time to timeLandlord, and the Tenant shall pay to may designate all or a portion of the Landlord Premises as an area for which the Tenant will provide its own janitorial services, at the Tenant’s Share as so estimated of own cost, and any such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to area will be excluded from the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination calculation of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess proportionate share of such actual amounts, services in the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum RentOperating Costs.

Operating Costs. (a) In each year Except as otherwise specifically provided to the contrary in this Agreement with respect to certain costs for which Manager is expressly responsible and except for costs for which Manager may be held responsible under the default and/or indemnification provisions of this Agreement, all costs, wages, salaries of Facility Employees and all expenses, fees, obligations and liabilities incident to or arising out of the Termownership, leasing or operation of the Facility, including all real estate and personal property taxes and assessments or related governmental charges payable by or assessed against Sub-Manager, Manager, Tenant, or the Facility relating exclusively to the Facility (other than income or other taxes based on Sub-Manager’s, Manager’s or Tenant’s receipt of income from the operation of the Facility), franchise, sales and use taxes, insurance costs and expenses, any and all payments under personal property leases used in the operation of the Facility (but excluding payments relating to any real property lease(s)) and all fees paid by Tenant to Manager pursuant to this Agreement or paid pursuant to any Sub-Management Agreement, in each case whether or not specified in this Agreement, and otherwise incurred by Manager in accordance with the terms of this Agreement including all Permitted Expenditures (collectively, the “Facility Expenses”), shall be the responsibility of Tenant, and shall be paid by Manager as and when due from the funds in the Operating Account as contemplated by Section 3(b); provided, however, all real property taxes, all debt service (and all fees, penalties and costs related thereto) and any reserves and/or escrows required by the terms of any Facility Loan Documents shall be paid in a timely manner directly by Tenant will and Manager shall have no obligation with respect thereto. Notwithstanding the foregoing, in the event the funds available in the Operating Account are insufficient to pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent (90%) (“Tenant’s Share”) of (i) payroll (to the Landlord’s total costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; andextent Permitted Expenditures), (ii) real property taxes amounts due under National Contracts when owed (including school taxes to the extent Permitted Expenditures), (iii) expenditures required to cause compliance with Applicable Law (to the extent Permitted Expenditures) or (iv) expenditures required to protect the Facility and/or the health and local improvement ratessafety of the Facility occupants or employees in the event of an imminent threat thereto, Manager shall have the right, but not the obligation, to pay such expenses from its own funds and to seek reimbursement therefor from Tenant or from funds in the Operating Account. Facility Expenses shall also include a pro rata portion of any expenses incurred by Manager for the benefit of the Facility which also benefit one or more other facilities operated by Manager or an Affiliate of Manager, provided that the methodology used to allocate expenses to the Facility is reasonable and equitable and approved by Tenant. Notwithstanding the foregoing, Manager is specifically responsible for all expenses (w) and relating to all business corporate offsite personnel and other taxes, if any, from time offsite overhead expenses of Manager and its Affiliates (specifically excluding expenses relating to time any employee that are payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated any contract, which contract is approved by Tenant), (x) of any in-house risk manager, architect, accountant, attorney or professional advisor or consultant employed by Manager or its Affiliate or by Tenant, in consultation with Manager, to ensure compliance with the Landlord for such period Performance Standard, (y) incurred in the management or periods as operation of properties or communities other than the Landlord may determine from time to timeFacility, and the Tenant shall pay to the Landlord the Tenant’s Share (z) otherwise designated hereunder as so estimated an obligation or responsibility of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum RentManager.

Operating Costs. (a) In For each full or partial calendar year occurring during the period of the TermTerm occurring from the fifth (5th) anniversary of the Commencement Date through the remainder of the Initial Term (the "Additional Parking Charge Period"), the Tenant will shall pay to the Landlord Landlord, in addition to the Minimum Rent specified in Paragraph 4 hereofmonthly fees payable under Section 11.5, as further additional rent, ninety percent (90%) (“Tenant’s Share”) of (i) the Landlord’s total costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; and, (ii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, if any, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord a contribution on account of its ownership thereof. the excess costs of operating the Parking Garage (the "Additional Parking Charge") equal to the product obtained by multiplying (a) Landlord's actual, documented out-of-pocket costs in operating the Parking Garage and the ad valorem taxes, assessments and other governmental imposts payable with respect thereto (exclusive of any xxxx-up, or any management or other fees or any item of cost which is of the kind excluded from Operating Expenses or Real Property Taxes under Sections 7.2.2, 7.2.3 or 7.5)for each such calendar year or portion thereof (the "Additional Parking Expenses"), to the extent such Additional Parking Expenses exceed the average total amount of such Additional Parking Expenses incurred during the periods occurring from the third (3rd) anniversary through the fourth (4th) anniversary and from the fourth (4th) anniversary through the fifth (5th) anniversary, by (b) The amounts payable a fraction, the numerator of which is the average number of Allocated Spaces leased by Tenant during the applicable calendar year or portion thereof (which shall be calculated by adding the number of Allocated Spaces leased by Tenant pursuant during each month of such year and dividing the total by twelve(12)) and the denominator of which is the total number of parking spaces located in the Parking Garage. Landlord shall deliver Tenant annual statements of Additional Parking Charge for each such calendar year or portion thereof at the time and in the manner provided in Section 7.3 with respect to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to timeActual Operating Expenses, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated Additional Parking Charge on an annual basis within thirty (30) days after receipt of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Leaseannual statement. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay same dispute and audit rights with respect to the Additional Parking Expenses and such statements of Landlord any such extra amount or amounts as provided in Article 7 with the next monthly payment of Minimum Rentrespect to Operating Expenses and Real Estate Taxes.

Operating Costs. Operating Costs" shall mean any expenses, costs --------------- and disbursements (other than Taxes) of every kind and nature, paid or incurred by Landlord in connection with the ownership, leasing, management, maintenance, operation and repair of all or any part of the Project (adjusted for vacancy as hereafter provided) and of the personal property, fixtures, machinery, equipment, systems and apparatus located in the Project or used in connection therewith. Operating Costs shall not include (a) In each year costs of alterations of tenant premises; (b) costs of capital improvements, except for any capital improvements which are intended, to reduce Operating Costs, and any capital improvements which Landlord is required to make pursuant to, or which Landlord shall deem necessary to keep the TermProject in compliance with, the Tenant will pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent (90%) (“Tenant’s Share”) of (i) the Landlord’s total costs all applicable governmental rules and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; and, (ii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, if any, regulations applicable from time to time payable by to the Landlord which Project (the foregoing capital improvements that are levied or assessed or allocated by the Landlord pursuant included within Operating Costs are collectively referred to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods herein as the "Included Capital items"); (c) depreciation (except on any Included Capital items); (d) interest and principal payments on mortgages or any rental payments on any ground or other underlying leases subject to which Landlord may determine from time holds its interest in the Project (hereinafter, referred to timeindividually as a "Ground Lease" and collectively as "Ground Leases"), and the Tenant shall pay to the other debt costs, if any; (e) real estate brokers' leasing commissions or compensations; (f) any cost or expenditure (or portion thereof) for which Landlord the Tenant’s is reimbursed, whether by insurance proceeds or otherwise (Operating Cost Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments Rent and Tax Share Rent provided for in this Lease. Notwithstanding anything contained in this subparagraph any tenant leases are not reimbursements); and (bg) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering any kind of service furnished to any other office tenant of the Building and the Common Areas and Facilities thereof, pursuant Project which Landlord does not make available to Paragraph 10(a) hereof, or, as soon as bills for Tenant hereunder. If during all or any portion of any fiscal year the amounts Project is not fully rented and occupied by tenants, Landlord may elect to make an appropriate adjustment (an "Equitable Adjustment") of Operating Costs for such fiscal year, employing sound accounting and management principles, to determine the Operating Costs that would have been paid or incurred by Landlord had the Project been fully rented and occupied for the entire fiscal year, and the amount so estimated determined shall be deemed to have been the operating Costs for such fiscal year. The foregoing process is illustrated by the Landlord, as aforesaid, are received, following hypothetical which assumes (i) the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant Building has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rent.ten

Operating Costs. A. The term, “Operating Costs,” means the actual, reasonable costs and expenses required of Landlord pursuant to this Lease which are incurred by Landlord during the Lease Term with respect to the operation, maintenance, management and repair of the Property, including, but not limited to: (i) any Landlord Repairs of the Property performed by Landlord pursuant to Section 13.03 of this Lease below; (ii) a management fee equal to 1.5% of the Base Monthly Rent owed Landlord; and (iii) the cost of all insurance required to be paid by Landlord with respect to the Premises pursuant to this Lease. Notwithstanding the foregoing, Operating Costs will not include: (a) In each year any costs which, under generally accepted accounting principles, consistently applied, are of a capital nature (including rental costs for equipment and services that would be considered capital in nature) (a “Capital Cost”), except as set forth in Section 5.02A(2), (b) any costs incurred by Landlord in the performance of the TermLandlord Work, (c) any costs incurred by Landlord by reason of any breach of this Lease by Landlord (including any of Landlord’s representations and warranties contained herein), or the Tenant will pay negligence or intentional misconduct of Landlord or its agents, invitees, representatives, employees, directors, officers, shareholders, Affiliates, consultants, independent contractors, successors and assigns (collectively, “Landlord Parties”), or any violation of Requirements by Landlord or any Landlord Party, (d) any costs incurred by Landlord in connection with the performance of its warranty obligations described in Article 2 hereof, (e) costs of repairs, restoration, replacements or other work occasioned by fire or other casualty or an insurable nature, or the exercise by governmental or quasi-governmental entities of the right of eminent domain, (f) interest and amortization of funds borrowed by Landlord, or rent under any ground lease or master lease entered into by Landlord, (g) costs, fines, penalties or fees incurred due to Landlord’s failure to make any payment when due (except as set forth in Section 5.02A(1)), (h) costs incurred for any items to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereofextent covered by any warranty, as further additional rent, ninety percent (90%) (“Tenant’s Share”) of (i) the costs of items provided by Affiliates of Landlord to the extent that such costs exceed reasonable and customary charges for such services and Tenant acknowledges that the 1.5% management fee set forth above is reasonable, (j) costs in the nature of indemnification obligations of Landlord or any Landlord Party, (k) costs of complying with Landlord’s total obligations under Section 7.05 hereof or any other costs or expenses incurred in connection with the remediation of any Hazardous Waste (including any cost or expense incurred in connection with any government investigation, order, proceeding or report with respect thereto), (l) leasing commissions, (m) costs and expenses (including court costs, attorneys’ fees and disbursements) related to or in insuring connection with disputes with any holder of a mortgage or by or among any persons having an interest in the Building pursuant to Paragraph 9(d) hereof; andLandlord or the Premises, (iin) real property taxes costs incurred in connection with a sale, lease or transfer (including school taxes and local improvement ratestestamentary transfers) and of all business and other taxesor any part of the Premises or any interest therein, if anyor of any interest in Landlord, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilitiesany person comprising, directly or against the indirectly, Landlord on account of its ownership thereof. or in any person having an equity interest, directly or indirectly in Landlord, (bo) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing any “tap fees” or administering one-time lump sum sewer or water connection fees for the Building and Property payable in connection with the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion initial construction of the amounts so estimated Property, (p) all costs and expenses (including utilities) payable directly by Tenant, (q) costs and expenses incurred by Landlord associated with the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis operation of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end business of the period for legal entity or entities which such estimated payments have been made, the constitute Landlord shall deliver (as opposed to the Tenant a statement operation of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereofPremises), and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid (r) property management fees in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery 1.5% of the said statementBase Monthly Rent owed Landlord, (s) Real Property Taxes, or (t) any other cost or expense which is not normal and customary operating expense in comparable buildings in the Las Vegas, Nevada metropolitan area. If Tenant shall also pay as a part of Operating Costs (I) the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay expenses attributable to the Landlord any such extra amount or amounts Land and payable under that certain Reservation of Easements and Declaration of Restrictive Covenants For Fire Equipment and Other Facilities dated as of the date hereof and (II) Tenant’s share of the expenses attributable to the Land payable under that certain Reciprocal Grant of Easement with Covenants and Restrictions Affecting Land dated February 12, 2003 and recorded February 18, 2003 in Book 20030218 as Document No. 01839 in the next monthly payment official records of Minimum Rent.Cxxxx County, Nevada (the “Existing Declaration”). Notwithstanding the foregoing:

Operating Costs. Notwithstanding anything set forth in Section 6.3 to the contrary, Operating Costs shall not include: (a) In each year Costs, including marketing costs, legal fees, space planners' fees, and brokerage fees incurred in connection with the original construction or development of the TermCenter or the original or future leasing of the Center, the Tenant will pay and costs, including permit, license and inspection costs and allowances and other concessions, incurred with respect to the Landlord installation of tenant improvements made for new tenants in addition to the Minimum Rent specified Center or incurred in Paragraph 4 hereofrenovating or otherwise improving, as further additional rentdecorating, ninety percent painting or redecorating vacant leasable space for tenants or other occupants (90%) (“Tenant’s Share”or prospective tenants or occupants) of the Center; (ib) the Landlord’s total costs Depreciation, interest and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; and, (ii) real property taxes (including school taxes and local improvement rates) and all business principal payments on mortgages and other taxesdebt costs, if any, from time penalties and interest, costs of capital improvements and equipment designed to time payable increase the leasable area of the Center; (c) Costs for which Landlord is reimbursed by any tenant or occupant of the Center or by insurance by its carrier or any tenant's carrier (or if Landlord which are levied or assessed or allocated fails to carry the insurance required to be carried by the Landlord pursuant to Paragraph 8(c)(iithis Lease, costs which would have been covered by insurance had Landlord obtained the coverage required to be carried under this Lease) hereofor by anyone else, against or in respect of and electric power costs for which any tenant directly contracts with the Leased Premises and Common Areas and Facilitieslocal public service company; (d) Any bad debt loss, rent loss, or against the Landlord on account of its ownership thereof.reserves for bad debts or rent loss; (be) Any amount paid as ground rental for the Center by Landlord; (f) All items and services for which Tenant or any other tenant in the Center reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement; (g) Costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art; (h) Any costs expressly excluded from Operating Costs elsewhere in this Lease; (i) Costs arising from Landlord's charitable or political contributions; (j) Expenses directly resulting from the gross negligence or wilful misconduct of Landlord, its agents, servants or employees; (k) Rental for any space in the Center set aside for conference facilities, storage facilities or exercise facilities; (l) The amounts payable of any payments by Landlord or to its affiliates for goods or services in the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid Center in excess of such actual amountsa competitive rate; and (m) Costs incurred in connection with the sale, the excess shall be refunded by the Landlord within a reasonable period of time after delivery financing or refinancing of the said statement. If the amount the Tenant has paid is less than such actual amountsCenter, the Tenant agrees including brokerage commissions, consultants', attorneys' and accountants' fees, closing costs, title insurance premiums, transfer taxes and interest charges; and (n) Costs incurred to pay comply with laws relating to the Landlord any removal or abatement of Hazardous Materials in or about the Premises to the extent the existence of such extra amount Hazardous Materials is not the result of Tenant's occupancy or amounts with use of the next monthly payment of Minimum RentPremises.

Operating Costs. Tenant shall pay Landlord as Additional Rent, Tenant’s Pro-Rata Share (as defined hereunder) of the Operating Costs, as follows: (a) In each year Operating Costs are hereby defined as all of the Term, the Tenant will pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent (90%) (“Tenant’s Share”) of (i) the Landlord’s total costs and expenses which are incurred or accrued by Landlord in insuring maintaining, managing, insuring, repairing or operating the Building pursuant to Paragraph 9(d) hereof; and, (ii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, if any, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect remainder of the Leased Premises Property, under generally accepted accounting principles, including, but not limited to security; common area maintenance; landscaping; sales or use taxes on supplies or services; management and Common Areas administrative fees, the cost of Landlord’s insurance, legal and Facilities, or against the Landlord on account of its ownership thereofaccounting fees and expenses; and engineering fees and expenses; and window cleaning and janitorial expenses. (b) The amounts Operating Costs do not include Real Estate Taxes (as hereinafter defined), lease payments made by Landlord on any ground lease(s), interest or other financing costs of Landlord, depreciation of improvements which are in existence or under construction as of March 1, 2009 other than under generally accepted accounting principle, depreciation of tenant improvements other than under generally accepted accounting principles, or any costs or expenses incurred or accrued exclusively for the benefit of specific tenants. (c) Tenant's Pro-Rata Share is defined for purposes of this lease, as Tenant’s leasable area, which is hereby agreed to be approximately 31,583 square feet, divided by the leasable area of the Building, which is hereby agreed to be approximately 360,000 square feet, Tenant’s Pro-Rata share is therefore 8.77%. (d) Tenant’s Operating Costs shall be payable by the Tenant pursuant within twenty (20) business days after a reasonably detailed statement of actual expenses is presented to this Paragraph 10 Tenant by Landlord. At Landlord's option, however, Tenant’s Pro-Rata Share of annual Operating Costs may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, time and the same shall be payable monthly or quarterly, as Landlord may designate, during each twelve (12) month period of the Term, on the same day as the monthly Base Rent is due hereunder. In the event that Tenant pays Landlord's estimate of Tenant's Pro-Rata Share of Operating Costs as described in the preceding sentence, Landlord shall deliver to Tenant within ninety (90) calendar days after the expiration of each calendar year a reasonably detailed statement showing Tenant's Pro-Rate Share of the actual Operating Costs incurred during the preceding year. If Tenant's payments under this paragraph during such preceding year exceed Tenant's Pro-Rata Share as indicated on such statement, Tenant shall be entitled to the prompt cash reimbursement of such overpayment. If Tenant's payments under this paragraph during such preceding year were less than Tenant's Pro-Rata Share as indicated on such statement, Tenant shall pay to the Landlord the Tenant’s Share as so estimated amount of the deficiency within thirty (30) business days after delivery by Landlord to Tenant of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rent.

Operating Costs. (a1) In each year of the Term, the Tenant will pay to the Landlord in addition to the Minimum Rent specified fixed monthly rental set forth in Paragraph 4 hereofparagraph A above, Tenant shall pay to Landlord throughout the term of this Lease, as further additional rentrental, ninety two percent (902%) (“Tenant’s Share”being the approximate and agreed upon proportion which the floor area of the demised premises [7,172] bears to the architectural and engineering (A&E) design figure for total area of the Building [296,733]) of (i) the Landlord’s total costs and expenses Actual Operating Expenses. Tenant shall receive an annual credit in insuring the Building pursuant amount of $300 to Paragraph 9(d) hereof; and, (ii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, if any, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect be applied toward payment of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereofOperating Expenses. (b2) The amounts Projected Operating Expenses are estimated to be Four Dollars and Fifty Cents ($4.50) per square foot of total area of the Building for 1993. (3) Upon the Lease Commencement Date, and thereafter at the beginning of each calendar year during the term of this Lease, Landlord shall provide Tenant with a statement showing Landlord's Projected Operating Expenses for such calendar year. Tenant's proportionate share of the Projected Operating Expenses shall be due and payable, in equal monthly installments, in advance, on the first (1st) day of each and every calendar month of such year. (4) Within the period of ninety (90) days (or as soon thereafter as possible) after the close of each calendar year during the term of this Lease, Landlord shall give Tenant a statement of such year's Actual Operating Expenses and a comparison of same with the Projected Operating Expenses. Tenant's proportionate share of the amount by which the Actual Operating Expenses for such year exceeds the Projected Operating Expenses for such year shall be due and payable by the Tenant within thirty (30) days of receipt of said statement. If any year-end statement provided by Landlord to Tenant pursuant to this Paragraph 10 paragraph shows that the Actual Operating Expenses during the year covered by that statement was less than the Projected Operating Expenses on which monthly payments were made for that year, Xxxxxx's proportionate share of the overpayments for that year may be estimated deducted by Tenant from its next payment or payments of fixed monthly rental. Any such overpayments by Xxxxxx during the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect last calendar year of the cost term of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess Lease shall be refunded by within ninety (90) days after the Landlord within a reasonable period close of time after delivery such calendar year, unless an event of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rentdefault shall have occurred and shall be continuing.

Operating Costs. (a) In each year of the Term, the Tenant will pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent (90%) (“the Tenant’s Shareproportionate share (as hereinafter defined) of the Landlord’s costs and expenses of maintaining, operating, insuring, repairing, replacing, restoring, supervising and administering (collectively “Operating Costs”) of the Building and the Common Areas and Facilities, such costs and expenses to include, without limitation (i) the Landlord’s total costs and expenses incurred by the Landlord in insuring the Building pursuant to Paragraph 9(d10(a)(i) hereof; and, (ii) real property taxes (including school taxes and local improvement taxes and rates) and all business and other taxes, if any, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii9(c) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, Facilities or against the Landlord on account of its ownership thereof, capital taxes, and tax of any kind on rentals (iii) all expenses incurred or paid by the Landlord in connection with operating, maintaining, managing, lighting, cleaning (including without limitation, the supply of utilities and services in respect of the Common Areas and Facilities, snow and ice removal and clearance), supervising, policing, landscaping, repairing and replacing the Building and all Common Areas and Facilities, including, without limitation, all monies paid to persons, firms or corporations employed by the Landlord to perform same; and (iv) an administration fee of fifteen percent (15%) of Operating Costs. (b) The term “proportionate share” as used in this Paragraph 11 and elsewhere in this Lease, shall mean a fraction, the numerator of which is the rentable area of the Leased Premises and the denominator of which is the total rentable area of the Building. The Tenant’s proportionate share is approximately 11.5%. (c) The amounts payable by the Tenant pursuant to this Paragraph 10 11 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share proportionate share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (bc) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering administrating the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a11 (a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share proportionate share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a an audited statement of the actual amounts and costs referred to in this Paragraph 10 11 and the determination of the Tenant’s Share proportionate share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time 30 days after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rent. Any dispute by the Tenant of any item on the statement provided to the Tenant by the Landlord pursuant to this Paragraph 11(c) must be brought to the attention of the Landlord, in writing, within two (2) months of deemed receipt of the statement by the Tenant in accordance with Paragraph 28 hereof or shall be forever barred.

Operating Costs. (a) In During each calendar year or part thereof subsequent to the Base Expense Year, Lessee shall pay to Lessor as additional Rent, in accordance with Section 8.3 hereof, Xxxxxx's Proportionate Share of the Termtotal dollar increase, if any, in all Operating Costs for such calendar year over the Tenant will Operating Costs for the Base Expense Year. During each tax year (July 1 through June 30) or part thereof subsequent to the Base Tax Year ending June 30, Lessee shall pay to the Landlord Lessor as additional Rent, in addition to the Minimum Rent specified in Paragraph 4 accordance with Section 8.3 hereof, as further additional rentLessee's Proportionate Share of the total dollar increases, ninety percent (90%) (“Tenant’s Share”) if any, in all Real Estate Taxes for such tax year over the Real Estate Taxes for the Base Tax Year. Lessee's Proportionate Share shall be calculated on the basis of the greater of (i) the Landlord’s total costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereofactual Operating Costs; and, or (ii) real property taxes as if the Complex were at least ninety-five percent (including school taxes 95%) occupied and local improvement rates) and all business and other taxes, if any, from time to time payable by operational for the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect whole of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereofsuch Lease Year. (b) The amounts If any Lease Year of less than twelve (12) months is included within the Term, the amount payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord Lessee for such period shall be prorated on a per diem basis (utilizing a three hundred sixty (360) day year). (c) Lessor shall exercise good faith efforts to equitably allocate those Operating Costs that are incurred for the direct benefit of specific types of lessees or periods as users in the Landlord Complex to and among those specific lessees and/or users ("Cost Pools"). Such Cost Pools may determine from time to timeinclude, but shall not be limited to, the office and showroom space, the second 13. floor Atrium, the lower level exhibition hall, and any retail space lessees of the Tenant shall pay to the Landlord the Tenant’s Share as so estimated Complex. Lessor's determination of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment allocations shall be made between in a manner consistent with the parties hereto. If the Tenant shall have paid in excess terms and conditions of such actual amounts, the excess this Section 8.2(c) and shall be refunded by subject to reconciliation per Section 8.3(c). Lessee acknowledges that the Landlord within allocation of Operating Costs among Cost Pools does not affect all Operating Costs and is limited to specific items which Lessor determines, in good faith, should be shared among the lessees and/or users of a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rentcertain Cost Pool.

Operating Costs. (a) In each year of Tenant shall, for the entire Lease Term, the Tenant will pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, Lessor as further additional rent, ninety percent 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 ownership, maintenance, management and operation of the Land and/or the Building (90%) (“Tenant’s "Operating Costs"). "Proportionate Share”) " is defined as the portion of Operating Costs equivalent to a fraction of the total thereof, the 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 Landlord’s total costs and expenses in insuring number of net rentable square feet actually leased within the Building pursuant to Paragraph 9(d) hereof; andBuilding, or (ii) 95% of the number of net rentable square feet contained within the Building. "Operating Costs" are defined to include all expenses and costs (but not specific costs which are separately billed to and paid by individual tenants) of every kind and nature which Lessor or Lessor's manager shall pay or become obligated to pay because of or in connection with the ownership, maintenance, management and operation of the Land, the Building and supporting facilities of the Building, including but not limited to all real property taxes (including school estate taxes and local improvement rates) annual installments of special or other assessments payable with respect thereto, and all business and other taxes, if anyservice payments in lieu of taxes, from time to time payable by the Landlord exercises, levies, fees, or charges, general and special, ordinary and extraordinary, of any kind, which are levied assessed, levied, charged, confirmed or assessed imposed by any public authority upon the Land and/or the Building, its operations or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments rent provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of ; the cost of maintaining, operating, repairing, replacing or administering 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 Common Areas and Facilities thereofBuilding. 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, pursuant to Paragraph 10(a) hereofrules or regulations of any governmental authority having jurisdiction, oror 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 bills for all or any portion reasonably practicable prior to the commencement of the amounts so estimated by Lease Term and prior to the Landlordcommencement of each ensuing calendar year during the Lease Term, as aforesaid, are received, the Landlord may thereafter xxxx the Lessor shall furnish to Tenant an estimate of Operating Costs for the Tenant’s Share thereof (less all amounts previously paid by first calendar year included in whole or in part in the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) Lese Term and the each ensuing calendar year. Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billedpay, as additional rentrent hereunder, together with each installment of Base Rent, one-twelfth (1/12th) of its estimated annual Proportionate Share of Operating Costs. At As soon as reasonably practicable after the end of each calendar year included in whole or in part in the period for which such estimated payments have been madeLease Term, the Landlord Lessor shall deliver furnish to the Tenant a statement of the actual amounts Operating Costs for the previous calendar year, including Tenant's Proportionate Share of Operating Costs, and costs referred within thirty (30) days thereafter Tenant shall pay to in this Paragraph 10 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 determination 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 Tenant’s Share thereofLease Term. Notwithstanding any other provision herein to the contrary, and if necessaryit 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 between in computing the parties heretoOperating 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). If 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 Project, and the rentable area of the Demised Premises, the Building and the Project, and Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rentbound thereby.

Operating Costs. In the event Operating Costs (ahereinafter defined) In each for any future calendar year are greater than the Operating Costs for the first calendar year, such first calendar year to be defined for the purposes of this paragraph to mean the Termcalendar year 2010 (subject to adjustment as hereafter provided), whether during the Initial Lease Term or any renewal period(s), Tenant will shall pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereofLandlord, as further additional rentAdditional Rent for each such future calendar year, ninety percent an amount equal to 23.98% (90%) (the “Tenant’s Proportionate Share”) of the increase in Operating Costs. Tenant’s Proportionate Share is determined by dividing the rentable square footage of the Leased Premises (approximately 29,935 square feet) by the total square footage on the Property (approximately 124,838 square feet). In the event that the Landlord shall furnish during calendar year 2010 any utility or service which is included in the definition of Operating Costs to less than 95% of the rentable area of the Building because (i) the Landlord’s total costs and expenses in insuring average occupancy level of the Building pursuant to Paragraph 9(d) hereof; andProperty for the year was not 95% or more of full occupancy, (ii) real property taxes any utility or service is not required by or provided to one or more of the tenants or occupants of the Building, or (including school taxes iii) any tenant or occupant is itself obtaining or providing any such utility or services, then the Operating Costs for calendar year 2010 shall be adjusted to equal the total expenses that Landlord reasonably estimates it would have incurred if Landlord had provided all such utilities and local improvement rates) services to all tenants and all business occupants in the Building, and other taxes, if any, from time to time payable shall be allocated among the tenants by the Landlord to reflect those costs which are levied or assessed or allocated by would have occurred had the Landlord pursuant Building been 95% occupied during calendar year 2010 and such utilities and services provided to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for tenants. As used in this Lease, the term “Operating Costs” shall mean the aggregate of all reasonable and proper expenses and costs incurred and paid by Landlord for operating the Property. Notwithstanding anything contained Such expenses and costs shall be those that are usual and customary as found in this subparagraph (b) the operation of other first class office buildings and shall include, but not be limited to, all expenses and costs that are required to operate, maintain or repair the contrarybuilding and outside areas of the Property, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering capital improvements designed to protect the Building health and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion safety of the amounts so estimated by tenants in the Landlord, as aforesaid, are receivedbuilding, the Landlord may thereafter xxxx cost of all alterations and improvements to the Tenant for building that are necessary to comply with the Tenant’s Share thereof ADA (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so appliedas hereinafter defined) and the Tenant shall forthwith pay cost of monitoring and maintaining suitable indoor air quality (including regular inspections and repairs to the Landlord upon demand such amounts so expended or billed, as additional rentbuilding HVAC system). At the end of the period for which such estimated payments have been made, the Landlord Operating Costs shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid not include any management fees in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery five percent (5%) of the said statementgross rents nor any administrative (or similar fee) based on a percentage of the Operating Costs. If the amount the Such expenses and costs shall not include as Operating Costs any items for which Landlord will be compensated by insurance or by reimbursement by a particular tenant or costs directly borne by others. Upon Tenant’s request, Landlord will provide Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment a detailed list and accounting of Minimum RentOperating Costs.

Operating Costs. (a) In each year Debt service and leasing commissions payable by Landlord shall be excluded from any computation of Operating Costs. Prime Lease shall mean that certain long term lease agreement dated March 21, 1985 by and between The Economic Development and Industrial Corporation of Boston, a corporation organized under the laws of the Term, the Tenant will pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereofCommonwealth of Massachusetts, as further additional rentPrime Lessor and Landlord as Prime Lessee, ninety percent (90%) (“Tenant’s Share”) of (i) the Landlord’s total costs and expenses in insuring covering the Building pursuant to Paragraph 9(d) hereof; and, (ii) and certain real property taxes (including school taxes and local improvement rates) and all business and other taxeson which the Building is situated, if any, from time to time payable by as the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 same may be estimated by the Landlord for such period or periods as the Landlord may determine amended from time to time. Project shall mean the Building, the land upon which the Building is situated and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for improvements now or hereafter situated on such land. Trade Fixtures shall mean any and all signs placed by Tenant within the Leased Premises pursuant to provisions hereof and any and all items of property used by Tenant in the Leased Premises including, but not limited to, furniture and equipment; provided, however, that the term “Trade Fixtures” shall not include any permanent leasehold improvements including, but not limited to, any floor, wall or ceiling coverings, any interior walls or partitions, any lighting fixtures, track lights or any property a part of or associated with any electrical, plumbing or mechanical system, notwithstanding that the same may have been installed within the Leased Premises. Section 8.2. Exhibits, Supplements and Riders. The Exhibits, Supplements and Riders attached to this Lease are hereby incorporated herein and hereby made a part of this Lease. Notwithstanding anything contained in To the extent the terms of Exhibit E attached to this subparagraph (b) Lease are inconsistent with the terms of this Lease, the Exhibit E terms shall be deemed to modify the contraryterms of this Lease. IN TESTIMONY WHEREOF, at such time the parties hereto have executed this Lease as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintainingday and year first above written. “LANDLORD” BOSTON DESIGN CENTER LLC, operatinga Delaware limited liability company By: VORNADO REALTY L.P., repairingits managing member By: VORNADO REALTY TRUST, replacing or administering its general partner By: /S/ XXXXXXXXXXX X. XXXXXXX Date: 3/24/06 Name: Xxxxxxxxxxx X. Xxxxxxx “TENANT” BOSTON BEER CORPORATION By: /S/ XXX XXXX Date: March 22, 2006 Title: Chairman Hereunto Duly Authorized [ * ] Indicates that information has been omitted and filed separately with the Building Securities and the Common Areas and Facilities thereof, Exchange Commission pursuant to Paragraph 10(a) hereof, or, as soon as bills a request for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant confidential treatment. Exhibit A — Floor Plan Exhibit B — Building Rules and Regulations Exhibit C — Non-Discrimination and Employment Requirements Exhibit D — Rental Payment Schedule Exhibit E — Terms & Conditions Exhibit F — Authorization Agreement for the Automatic Rental Payments Exhibit G — EDIC Form SNDA Exhibit H — Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already Work [ * ] Indicates that information has been so applied) omitted and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts filed separately with the next monthly payment Securities and Exchange Commission pursuant to a request for confidential treatment. EXHIBIT A {see attached Floor Plan} (Image of Minimum Rent.Floor Plan)

Operating Costs. LESSEE shall pay to LESSOR as additional rent a proportionate share (abased on square footage leased by LESSEE compared with the square footage of all premises to which such costs and expenses are attributable) of any increase in (x) the aggregate of all costs and expenses incurred by LESSOR in connection with the operation, maintenance, insurance and management of the building of which the leased premises are a part (hereinafter the "Operating Costs"), over (y) the "Base Operating Costs" (as hereinafter defined). Operating Costs shall include a reasonable annual charge-off of the cost of any capital repairs or improvements made by LESSOR for the building or the leased premises during the term of this lease and which are for the purpose of reducing Operating Costs, the schedule for which shall be based on the useful life (under generally accepted accounting principles, consistently applied) of the repair or improvement, provided that no such capital repairs or improvements made prior to the fifth anniversary of the Commencement Date shall be included in Operating Costs. In each the event that during any calendar year of (or part thereof) occurring during the Term, the Tenant will pay building has an annual occupancy rate of less than one hundred percent (100%), for purposes hereof, any Operating Costs that vary with the level of occupancy of the building with respect to such calendar year (or part thereof) shall be extrapolated as though the annual occupancy rate were one hundred percent (100%) for such calendar year (or part thereof). LESSEE shall make payment within thirty (30) days of written notice from LESSOR that such increased Operating Costs are payable, and any additional rent shall be prorated should the lease terminate before the end of any calendar year. LESSEE shall make such payments on account of Operating Costs, at the option of LESSOR, on a monthly basis on the days on which the rent under Paragraph 1 of this lease is payable, in amounts reasonably estimated by LESSOR. Notwithstanding anything to the Landlord contrary contained in addition to the Minimum Rent specified in Paragraph 4 hereofthis Section 5, as further additional rent, ninety percent (90%) (“Tenant’s Share”) Operating Costs shall not include any capital expenditures arising out of or resulting from (i) the Landlord’s total costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; anddefective work, construction or materials by or on behalf of LESSOR, (ii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, if any, from time the failure of LESSOR to time payable by the Landlord which are levied perform any scheduled maintenance or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilitiesservice, or against (iii) the Landlord on account gross negligence or willful misconduct of LESSOR or its ownership thereof. agents, employees, or contractors. Management fees incurred in favor of related entities shall not exceed market rates (band in no event exceed four percent (4%) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts gross rent from the building, whether or not such fee is actually paid), nor shall Operating Costs include the following: a) Costs billed to another tenant; b) Costs of repairs or replacements resulting from casualty losses that would be covered under a standard "all-risk" or "special form" policy of casualty insurance (but any deductible will be included, up to $10,000), or eminent domain takings, to the extent of the settlement or award proceeds; c) Depreciation or amortization of the building, lot or any part thereof or improvements thereto; d) Principal or interest payments on loans secured by mortgages on the Property; e) Replacement or contingency reserves; f) Ground lease rents or payments of any fees relating to leasing, financing or other services; g) Brokerage commissions and legal fees payable by LESSOR for or with respect to new leases for the Building; h) Legal or professional fees relating to new leasing or financing; i) Promotional, advertising or public relations expenses; j) Services provided for a particular tenant (other than LESSEE) and not tenants in general; k) Any costs or expenses relating to (1) any breach by LESSOR of its obligations hereunder, or (2) the compliance with any applicable laws, rules, orders, regulations, ordinances, permits or approvals in effect as of the date of this Lease; l) Any costs or expenses relating to environmental remediation unless the need for such remediation arose as a result of the negligent act or omission of LESSEE or LESSEE's agents, employees or contractors (in which case LESSEE shall be solely liable for such costs or expenses); m) Any costs or expenses reimbursed to LESSOR by tenants or third parties, including without limitation, costs of convenience electricity (lights and plugs) supplied to other tenants of the Building; n) Any costs or expenses relating to any in-Building food service facilities; and o) Compensation, fringe benefits, insurance premiums and payroll taxes of any person not engaged in such operation, management or maintenance work at the Building on a full-time basis (but such expenses shall be ratably allocated to Operating Costs based on the time devoted to the Building) or other administrative overhead or profit increment fees and costs paid by LESSOR to itself (or to its affiliates or subsidiaries) except the management fee referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rentherein.

Operating Costs. (a) In each year of the Term, the Tenant will pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent (90%) (“Tenant’s Share”) the Landlord's cost and expenses of maintaining, operating, insuring, repairing, restoring, supervising and administering the Building such costs and expenses to include, without limitation (i) the Landlord’s total costs and expenses incurred by the Landlord in insuring the Building pursuant to Paragraph 9(d10(a)(i) hereof; and, (ii) real property taxes the total cost of operating, maintaining, lighting, cleaning (including school taxes snow and local improvement rates) ice removal and clearance), supervising, policing, landscaping, H.V.A.C. preventative maintenance, repairing all business and other taxesareas of the Building which are not otherwise the responsibility of the Tenant in this Lease, if anyincluding, from time without limitation, all monies paid to time payable persons, firms or corporations employed by the Landlord which are levied to perform same; and (iii) all expenses incurred or assessed or allocated paid by the Landlord in connection with the maintenance, repair, restoration, operation, management, supervision and administration of the Building and all services connection therewith, together with an administrative fee of seven and one half percent (7.5%) of such total annual costs and expenses, including, without limitation, all such costs and expenses referred to in the immediately preceding subparagraphs (i) to (iii) inclusive of this paragraph II(a) and taxes paid by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereofparagraph 9(c). (b) The amounts payable by the Tenant pursuant to this Paragraph 10 paragraph 11 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments installments in advance during such period together with all other rental payments provided for in this the Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering administrating the Building and the Common Areas and Facilities thereofBuilding, pursuant to Paragraph 10(aparagraph 11(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof same (less all amounts previously paid by the Tenant on the basis of the Landlord’s 's estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereofparagraph 11, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time fifteen (15) days after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment within fifteen (15) days after delivery of Minimum Rentsaid statement.

Operating Costs. Tenant shall pay Lessor, as Additional Rent, Tenant’s Pro Rata Share of Operating Costs for each calendar year during the Term. For the purposes of this Lease, the phrase “Operating Costs” shall be all costs which Lessor may pay or incur in owning, maintaining, and operating the Building, Common Areas and Property, which costs are defined to include, but shall not be limited to: (ai) In each year All non-capital expenditures incurred in the management, maintenance, repair, service, and replacement of the TermProperty, the Tenant will pay Common Areas, and the Building, including, without limitation, the following: management fees equal to the Landlord in addition to four percent (4%) of the Minimum Rent specified in Paragraph 4 hereofhereunder; fire and building alarm monitoring services; fire sprinkler inspections: cleaning and janitorial services; snow removal, as further additional rentlandscaping and grass cutting; parking lot upkeep, ninety percent (90%) (“Tenant’s Share”) of (i) resealing and restriping; all utilities not otherwise dealt with elsewhere herein; and all necessary repairs and maintenance to the Landlord’s total costs Property and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; andelements, systems, and components thereof. Tenant shall provide and pay for its own garbage collection; (ii) real The cost of all insurance, including, but not limited to: fire; casualty; umbrella policy; liability and rent loss insurance applicable to the Building, Common Areas, Property, and Lessor’s personal property taxes (including school taxes used in connection therewith; and local improvement rates) and all business and such other taxes, if any, insurance as may from time to time payable be determined by the Landlord which are levied Lessor to be necessary or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilitiesappropriate, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to timetime may be required by Lessor’s lender or any other holder of a mortgage interest in the Property. Tenant’s Pro Rata Share of Operating Costs shall be paid by Tenant at the following times and in the following manner: On the first day of each month during the Term, and the Tenant shall pay to the Landlord the Lessor a sum equal to one-twelfth (1/12) of Lessor’s estimate of Tenant’s Pro Rata Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant Operating Costs for the Tenant’s Share thereof calendar year; within thirty (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied30) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At days after the end of the period for which such estimated payments have been madecalendar year, the Landlord difference between the estimated and actual Operating Costs shall deliver be determined and adjusted between Lessor and Tenant, as appropriate. For calendar years in which this Lease commences or terminates, the provisions of this section shall apply, but Tenant’s liability for its Pro Rata Share of Operating Costs shall be subject to a pro rata adjustment, based upon the number of days of said calendar year during which the Term is in effect. This Lease is intended to be a net lease, and notwithstanding any law, all Rents and other sums payable under this Lease by Tenant a statement whether as Rents or otherwise shall be paid without offset, counterclaim, abatement or defense, and this Lease shall not be subject to termination by Tenant by reason of the actual amounts and costs referred any cause whatsoever unless such right to terminate is expressly set forth in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum RentLease.

Operating Costs. (i) Operating Costs shall mean (but without any obligation of Lessor to incur any expenses with respect to the Building or Property, except as specifically set forth in this Lease) all expenses incurred as a result of Lessor's compliance with any of its obligations under this Lease, and such expenses shall include: (1) Corporate Park Expenses (hereinafter defined in subsection c.) allocated to the Property; (2) the cost of all charges for rent, casualty and of liability insurance for 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 (provided, however, that Lessee shall not be responsible for the cost of any such casualty and rent insurance carried by Lessor to the extent same is carried by Lessee for the Property in accordance with Article 30 hereof); and (3) all charges for any maintenance, repair or replacements performed by Lessor or at Lessor's direction for which Lessee is responsible under this Lease, including service and/or maintenance contracts;. Notwithstanding the foregoing, Operating Costs shall not include; (a) In each year administrative wages and salaries of those not directly involved in the servicing of the TermBuilding and, as to persons who are directly involved in servicing the Tenant will pay Building, any portion of their wages and salaries not allocable to those services; (b) real estate brokerage commissions; (c) franchise taxes or income taxes of Lessor; (d) Taxes on the Building and Land; (e) cost of painting and decoration for any occupant's space; (f) financing costs and interest, amortization and other charges under mortgages; (g) rent payable under any superior lease; (h) any costs or expenses which pursuant to the Landlord in addition express terms of this Lease are to be at the Minimum Rent specified in Paragraph 4 hereof, as further additional rent, ninety percent (90%) (“Tenant’s Share”) cost and expense of Lessor; and (i) those items described on Exhibit X. Xxxxxx acknowledges that Operating Costs shall be net of any discounts, credits and abatements obtained by Lessor with respect thereto, including, but not limited to, credits for energy efficiency (if applicable). To the Landlord’s total costs extent any Operating Costs are incurred with respect to the Property and expenses in insuring 00 Xxxxxx Xxx, such Operating Costs shall be reasonably allocated by Lessor between the Building pursuant to Paragraph 9(d) hereof; and, Property and 00 Xxxxxx Xxx. (ii) real property taxes Lessee shall pay to Lessor 100% of Operating Costs. Lessee shall pay Lessor's estimate of Operating Costs for the First Lease Year and as set forth in Lessor's itemized statement for each Lease Year thereafter, in equal monthly installments, in advance as Additional Rent, together with Fixed Basic Rent. Following the expiration of each Lease Year, Lessor shall furnish Lessee with an itemized statement of the actual Operating Costs for such Lease Year and Lessee shall, within thirty (including school taxes and local improvement rates30) and all business and other taxesdays after receipt of such itemized statement, pay, as Additional Rent, the deficiency, if any, from time to time in charges payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord Lessee for such period or periods as the Landlord may determine from time to time, Lease Year; and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contraryif, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been madeLease Year, the Landlord shall deliver total amount paid by Lessee is greater than the amount required to be paid for such Lease Year, then the amount of such excess will be applied by Lessor to the Tenant a statement next succeeding monthly installment of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, Fixed Basic Rent hereunder; and if necessarythere is any such excess during the Last Lease Year, an adjustment then the amount of such excess will be refunded to Lessee by Lessor within 30 days after Lessor's itemized statement is furnished. All such adjustments shall be made between the parties heretosubject to verification pursuant to Article 23(e) hereof. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid First Lease Year or Last Lease Year is less than such actual amountsa period of 365 days, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rentthen Additional Rent payable during these respective Lease Years shall be appropriately prorated.

Operating Costs. Notwithstanding anything set forth in Section 6.3 to the contrary, Operating Costs shall not include: (a) In each year Costs, including marketing costs, legal fees, space planners' fees, and brokerage fees incurred in connection with the original construction or development of the TermCenter or the original or future leasing of the Center, the Tenant will pay and costs, including permit, license and inspection costs and allowances and other concessions, incurred with respect to the Landlord installation of tenant improvements made for new tenants in addition to the Minimum Rent specified Center or incurred in Paragraph 4 hereofrenovating or otherwise improving, as further additional rentdecorating, ninety percent painting or redecorating vacant leasable space for tenants or other occupants (90%) (“Tenant’s Share”or prospective tenants or occupants) of the Center; (ib) the Landlord’s total costs Depreciation, interest and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; and, (ii) real property taxes (including school taxes and local improvement rates) and all business principal payments on mortgages and other taxesdebt costs, if any, from time penalties and interest, costs of capital improvements and equipment designed to time payable increase the leasable area of the Center; (c) Costs for which Landlord is reimbursed by any tenant or occupant of the Center or by insurance by its carrier or any tenant's carrier (or if Landlord which are levied or assessed or allocated fails to carry the insurance required to be carried by the Landlord pursuant to Paragraph 8(c)(iithis Lease, costs which would have been covered by insurance had Landlord obtained the coverage required to be carried under this Lease) hereofor by anyone else, against or in respect of and electric power costs for which any tenant directly contracts with the Leased Premises and Common Areas and Facilitieslocal public service company; (d) Any bad debt loss, rent loss, or against the Landlord on account of its ownership thereof.reserves for bad debts or rent loss; (be) Any amount paid as ground rental for the Center by Landlord; (f) All items and services for which Tenant or any other tenant in the Center reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement; (g) Costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art; (h) Any costs expressly excluded from Operating Costs elsewhere in this Lease; (i) Costs arising from Landlord's charitable or political contributions; (j) Expenses directly resulting from the gross negligence or wilful misconduct of Landlord, its agents, servants or employees; (k) Rental for any space in the Center set aside for conference facilities, storage facilities or exercise facilities; (l) The amounts payable of any payments by Landlord or to its affiliates for goods or services in the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid Center in excess of such actual amountsa competitive rate; (m) Costs incurred in connection with the sale, the excess shall be refunded by the Landlord within a reasonable period of time after delivery financing or refinancing of the said statement. If the amount the Tenant has paid is less than such actual amountsCenter, the Tenant agrees including brokerage commissions, consultants', attorneys' and accountants' fees, closing costs, title insurance premiums, transfer taxes and interest charges; and (n) Costs incurred to pay comply with laws relating to the Landlord any removal or abatement of Hazardous Materials in or about the Premises to the extent the existence of such extra amount Hazardous Materials is not the result of Tenant's occupancy or amounts with use of the next monthly payment of Minimum RentPremises.

Operating Costs. (aA) In each year TENANT agrees to pay as additional rent during the term of this Lease upon receipt of written notice, together with copies of paid bills, from LANDLORD, fire and liability insurance premiums; repair and maintenance of the Termparking lot, and sidewalks as specified in Section 9, real property taxes and assessments as outlined in Section 11; and administrative expenses in an amount equal to 5% of the Tenant will pay operating expenses paid by LANDLORD, together with a "Late Charge" of 5% per month if the additional rent is not received by the 30th day from the invoice date. (B) TENANT shall have the right, at its own cost and expense (except as provided below), to audit or inspect LANDLORD's records with respect to the Landlord operating costs and real property taxes, as well as all other additional rent payable by TENANT hereunder for any Lease Year. TENANT shall give LANDLORD not less than thirty (30) days prior written notice of its intention to conduct any such audit. LANDLORD shall cooperate with TENANT during the course of such audit, which shall be conducted during normal business hours in LANDLORD's office. LANDLORD agrees to make such personnel available to TENANT as is reasonably necessary for TENANT, or for TENANT's employees or agents to conduct such audit. If such audit discloses that the amount paid by TENANT as TENANT's operating expenses and/or real estate taxes, or of other additional rental payable by TENANT hereunder, has been overstated by more than three and one half percent (3.5%), then, in addition to immediately repaying such overpayment to TENANT with interest, LANDLORD shall also pay the Minimum Rent specified reasonable costs incurred by TENANT in Paragraph 4 hereof, as further additional rent, ninety percent (90%) (“Tenant’s Share”) of (i) the Landlord’s total costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; and, (ii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, if any, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in respect of the Leased Premises and Common Areas and Facilities, or against the Landlord on account of its ownership thereofconnection with such audit. (bC) The amounts payable by Notwithstanding anything to the Tenant pursuant contrary in the Lease, operating costs shall not include (1) any costs of items considered capital repairs, replacements, improvements and equipment under generally accepted accounting principles consistently applied or otherwise or (2) costs incurred in connection with upgrading the Building and/or parking areas to this Paragraph 10 may be estimated by comply with the Landlord for such period current interpretation of disability, life, fire and safety codes, ordinances, statutes, or periods as other laws, including, without limitation, the Landlord may determine from time to timeADA, and the Tenant shall pay including penalties or damages incurred due to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may thereafter xxxx the Tenant for the Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the Tenant shall forthwith pay to the Landlord upon demand such amounts so expended or billed, as additional rent. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an adjustment shall be made between the parties hereto. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within a reasonable period of time after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rentnon-compliance.