Common use of Operating Costs Clause in Contracts

Operating Costs. The term “Operating Costs,” as used in this Lease, shall mean all expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, operation, maintenance, replacement, and repair of the Building, Real Estate and Common Areas (but expressly excluding all costs associated with the initial construction of the Building and Tenant Improvements) including, without limitation, any and all buildings, structures, and improvements in the Common Areas, and the Real Estate computed in accordance with generally accepted accounting principles consistently applied (“GAAP”), including, without limitation, painting (including, without limitation, façade painting or caulking); service and maintenance contracts; accounting, consulting, and reasonable legal fees incurred in the operation of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; storm, sanitary, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entrances; the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved in the operations of the Building or required to implement any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five percent (5%) of the amount of all Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Costs.

Operating Costs. The term “Without restricting the generality of its definition, Operating Costs,” as used in this LeaseCosts shall include, shall mean without duplication: 5.9.1 all expenses salaries, wages, medical, general welfare benefits (including group life insurance and pension payments), payroll taxes, workmen’s compensation insurance contributions and unemployment insurance contributions, fringe benefits, severance pay and termination payments paid to or for all personnel, including supervisory personnel and managers, but excluding all executive personnel of the Landlord to the extent they are not specifically responsible for the administration of the Development and all costs of every kind and nature which Landlord shall pay or become obligated to pay because of or obtaining such personnel in connection with the ownershipmaintenance, cleaning, repair, operation, administration or management of the Development or any part of it, and amounts paid to professionals and independent contractors, including any management companies, for any services provided in connection with the maintenance, replacementcleaning, repair, operation, administration or management of the Development or any part of it; 5.9.2 costs of providing cleaning, maintenance and repair, elevator and escalator maintenance, security, supervision, traffic control, janitorial, gardening, landscaping, window cleaning, garbage and waste collection, disposal and recycling, and repair snow removal services for the Development; 5.9.3 any business taxes which may be imposed on the Landlord, or its managing agents, by reason of its operation of the Building, Real Estate but such business taxes shall not include any income, profit, inheritance, succession or transfer taxes; 5.9.4 expenditures relating to environmental protection or energy conservation measures or programs; 5.9.5 costs of providing electric light and Common Areas power, fuel, heat, processed air, water, telephone, steam, gas, sewage disposal and other utilities, costs of replacing building standard electric light fixtures, ballasts, tubes, starters, lamps, light bulbs and controls (but expressly except as chargeable separately to tenants); 5.9.6 costs of all insurance which the Landlord is obligated or permitted to obtain under this Lease including, without limiting the generality of the foregoing premiums and deductible payments in respect of fire, casualty, liability, property damage, boiler, loss of rental income; 5.9.7 legal, accounting and auditing fees and expenses of the Development; 5.9.8 all taxes on capital and large corporations tax, or similar or equivalent taxes, being the applicable amount (as hereinafter defined) of any tax or taxes levied or imposed against the Landlord and the Co-owners of the Development or any part thereof, by any governmental authority having jurisdiction, be it federal or provincial, which taxes are wholly or partly computed as a function of the capital employed in respect of the Development or any part thereof as determined for the purposes of such tax or taxes but, excluding all taxes on income and profits. For the purpose of this paragraph, “applicable amount” of such tax or taxes means the amount of tax that would be payable if the Development were the only establishment of the Landlord and the Co-owners on account of such taxes and on the basis of the original cost of the Building, established as at the date of initial stabilized occupancy. 5.9.9 costs associated of all non structural repairs and replacements (except if the same are being deprecated according to the provisions hereinafter set forth) and the costs of structural repairs and structural replacements (other than those directly related to any inherent structural defect or weakness) including those required to comply with Applicable Laws or the requirements of the Landlord’s insurers and amortization of the cost of any repairs or replacements not charged in accordance with the initial construction foregoing provisions of this paragraph, which costs of each item of repair or replacement are to be calculated (i) on a straight line basis over such period the Landlord determines is reasonable having regard to the nature of the repair or replacement or (ii) fifteen (15) years, whichever is lesser; 5.9.10 the cost of cleaning and maintaining the curtain wall, the surface of any exterior walls and the roof of the Building and Tenant Improvements) including, without limitation, any and all buildings, structures, and improvements in the Common Areas, and the Real Estate computed (subject to Section 5.10); 5.9.11 depreciation calculated in accordance with generally accepted accounting principles consistently applied of the costs of machinery, supplies, tools, equipment, facilities, furniture, furnishings, materials, systems and property used in connection with the Development or any rentals thereof, including the cost of any additional or replacement equipment required by law or which, in the reasonable opinion of the Landlord, is for the benefit or safety of the Development and/or the tenants thereof (excluding the costs of original components of the Building Systems installed as part of the original construction of the Building) (individually and collectively in this Subsection 5.9.11 called “GAAPmachinery”) installed in or used in connection with the Building (except to the extent that the costs are, in accordance with generally accepted accounting principles, charged fully in the Accounting Period in which they are incurred) as calculated in the case of each item of machinery on a straight line basis over its useful life or fifteen (15) years, whichever is lesser; 5.9.12 interest on the undepreciated portion of the costs referred to in Subsections 5.9.9 and 5.9.11, calculated monthly, from the date on which the relevant costs were incurred, at an annual rate of interest that is one percent (1%) above the Prime Rate in effect on the first day of the Accounting Period in which the relevant costs were incurred (the applicable rate of interest to be adjusted by the Landlord on the first day of each Accounting Period to the annual rate of interest that is one percent (1%) above the Prime Rate then in effect); 5.9.13 the fair market rental value (having regard to rent being charged for similar space in the Building, including Additional Rent for Operating Costs and Real Estate Taxes) of space used by the Landlord in connection with the maintenance, repair, operation, administration and management of the Building and of space in the Building which may be designated from time to time by the Landlord for use as a conference center or exercise facility for the use of tenants of the Building; 5.9.14 the administration fee set-out in Subsection 4.2.6; 5.9.15 Landlord’s Sales Tax; 5.9.16 without duplication, amounts payable by the Landlord to the Co-owners under the lease referred to in Section 20.16 in respect of costs which the Landlord would itself have incurred if the Landlord were the owner of the Development, including costs of the type described in the foregoing provisions of this Section 5.9; 5.9.17 subject to Sub-section 5.10.12, any costs related to providing security, crowd control, or other measures resulting from emergencies; and 5.9.18 any expenses, including, without limitation, painting (includinglegal, without limitationappraisal, façade painting administration and overhead expenses, incurred by the Landlord in obtaining or caulking); service and maintenance contracts; accounting, consulting, and reasonable legal fees incurred in the operation attempting to obtain a deduction of or to prevent an increase of any Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; storm, sanitary, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entrances; the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved in the operations of the Building or required to implement any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five percent (5%) of the amount of all Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating CostsTaxes.

Operating Costs. The Subject to reimbursement as herein set forth, Landlord shall operate and maintain or cause to be operated and maintained the Common Areas and the Building. For each Accounting Period (as defined in Section 5.06) during the term “Operating Costs,” as used in of this Lease, shall mean all expenses and costs of every kind and nature which Landlord Tenant shall pay or become obligated to pay because Landlord, as Tenant's Pro Rata Share of or Operating Costs (as defined below), the amount obtained by multiplying (a) the total of all Operating Costs for such Accounting Period, to the extent such Operating Costs exceed the Operating Costs for the Operating Costs Base Year, by (b) Tenant's Pro Rata Share. "Operating Costs" are defined as all actual costs incurred by Landlord in connection with the ownershipoperating, operationmanaging, maintenanceequipping, replacementlighting, repairing, replacing and repair of maintaining the Building, Real Estate and Common Areas (but expressly excluding all costs associated with the initial construction of the Building and Tenant Improvements) including, without limitation, any and all buildings, structures, and improvements in the Common Areas, and the Real Estate computed in accordance with generally accepted accounting principles consistently applied (“GAAP”), including, without limitation, painting (includinggardening, without limitationlandscaping, façade painting or caulking); service and maintenance contracts; accountingsanitary control, consultingcleaning, and reasonable legal fees incurred in the operation of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of lighting, preventive maintenance, snow, ice, rubbish, debris, garbagegarbage and waste collection, removal and other refuse and surface water; security personnel; electronic intrusion and disposal, resurfacing, painting, fire control and telephone alert systems; machinery and equipment used in the maintenanceprotection, repair, replacement, and operation of the Common Areas and the Building; storm, sanitary, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entrances; the cost of compliance with any accessibility statute insurance (including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject but not limited to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverageinsurance, fire and insurance with extended coverage, workmen's compensation insurance, plate glass insurance, boiler and machinery vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customaryrent insurance and fidelity bonds), maintenance of signs and awnings, repairs, security and policing, traffic control, rental and depreciation of machinery, equipment and other assets used in the operation and maintenance of the Building, parking charges imposed by any other insurance that may be carried by Landlord covering the Common Areasgovernmental authority, Building interest expense in connection therewith, building supplies, repairs and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied replacements to the Common Areas; roof, the structure and the electrical, plumbing, heating, air conditioning and mechanical systems of the Building, utilities not separately charged to individual tenants, loudspeakers, public address and musical broadcasting systems, the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, to implement such services and disability insurance) to the extent actually involved in the operations of maintain the Building or required to implement any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement salaries of the management staff and access easements benefitting all other personnel employed to operate the Real EstateBuilding and to carry out the maintenance and promotion of the Building and all contributions toward fringe benefits, unemployment insurance, pension plan contributions and similar contributions therefor); , plus fifteen percent (15%) of all of the foregoing costs to cover administrative and overhead costs. Operating Costs shall not include depreciation other than as specifically referred to above, replacements of capital items or capital improvements or the items listed on Schedule 5.02. Tenant shall have the right to have Landlord's Operating Costs audited at Tenant's expense as set forth below, provided that an overhead cost equal audit shall not delay or postpone payment of Tenant's Pro Rata Share of Operating Costs or any deficiency as set fort in Section 5.05. In the event of any dispute as to the floor area in the Building or any portion thereof, the determination of Landlord shall be binding upon the parties absent manifest error. Tenant will have the right to audit books and records detailing Operating Costs and Taxes. If Tenant desires to audit Landlord's books and records with respect to a calendar year, Tenant shall notify Landlord within ninety (90) days after Tenant's receipt of a statement of Operating Costs with respect to such calendar year. Tenant will then have sixty (60) days after the giving of such notice within which to conduct such audit, and, if required, to notify Landlord of Tenant's complaint. If any such audit should disclose that Tenant's Pro Rata Share of Operating Costs or of Taxes have been overstated by more than five percent (5%) of ), then Landlord will immediately pay Tenant the full amount of all Operating Costs exclusive overpayment by Tenant together with interest on such overpayment the rate of the overhead costs ten percent (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946)10%) per year. In addition, in the event if any such audit should disclose that Tenant's Pro Rata Share of Operating Costs and Taxes have been overstated by more than ten percent (10%), then Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose will immediately pay Tenant's reasonable out of reducing energy costs, maintenance costs, or other costs and pocket expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Dateincluding, the same shall also be considered a Capitalized Expenseswithout limitation, Landlord may amortize all accounting fees, incurred by Tenant in such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Costsaudit.

Operating Costs. The term “A. Except as excluded by 5.02 B. below, the term, "Operating Costs,” as used in this Lease, shall mean " means all costs and expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, operation, maintenance, replacementmanagement, repair and repair insurance incurred by Landlord for or with respect to the Project, including, but not limited to, the following: (1) all supplies, materials, labor and equipment, used in or related to the operation and maintenance of the Building, Real Estate and Common Areas Project; (but expressly excluding 2) all costs associated with the initial construction of the Building and Tenant Improvements) including, without limitation, any and all buildings, structures, and improvements in utilities related to the Common Areas, including but not limited to: water, electricity, gas, telecommunications, heating, lighting, sewer, cable, and waste disposal related to the Real Estate computed maintenance or operation of the Project; (3) in accordance with generally accepted accounting principles consistently applied addition to Tenant's obligations under Article 13 of Lease, all air-conditioning and ventilating costs related to the maintenance, repair, or operation of the Project; (“GAAP”)4) all labor, payroll, and employee costs incurred in managing, maintaining, repairing, operating and insuring the Project, including, without limitation, painting (includingclerical, without limitation, façade painting or caulking); service and maintenance contracts; accounting, consultingsupervisory, and reasonable legal fees incurred in janitorial staff; (5) all maintenance, maintenance supervision, management, environmental monitoring and service agreements, including but not limited to, janitorial, security and trash removal, related to the maintenance or operation of Real Estate the Project; (not tenant specific or 6) all legal and accounting costs and fees related to Landlord’s operation as an entity); windows and general cleaning; removing of snowthe ownership, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacementmanagement, and operation of the Common Areas and the BuildingProject; storm(7) all insurance premiums, sanitarydeductibles, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electricalcosts of fire, gas, water, sewage, telephonecasualty, and liability coverage, rent abatement and earthquake insurance and any other utility systems type of insurance related to the Project; (8) all operation, maintenance and charges; roof, roof membrane, entrances; repair costs to the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities ActCommon Areas, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbsbut not limited to, sidewalks, walkways, parkways, parking areas, loading and unloading areas, trash areas, roadways, and parking surfaces (including repavingdriveways, sealing, stripingcorridors, and patching landscaped area, including for example, costs of resurfacing and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against re-striping parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost (9) all maintenance and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the repair costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real EstateProject, including, without limitation, public liabilitybuilding exteriors, personal restrooms used in common by tenants, signs and bodily injury directories of the Project, painting, caulking, asphalt maintenance and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary)repair, and any other insurance that roof maintenance and repair; (10) amortization (along with reasonable financing charges) of capital improvements made to the Project which may be carried required by any government authority, law, rule, code, or regulation, or which will improve the operating efficiency of the Project; (11) and a two percent (2.0%) fee for Landlord's management of the Project (2.0% of the Base Monthly Rent payable in each calendar year). Notwithstanding anything contained in this Section 5.02A to the contrary, Operating Costs shall not include: (i) leasing commissions, attorneys fees and other expenses incurred in connection with leasing; (ii) cost incurred in renovating or otherwise improving vacant space; (iii) costs and fines or penalties incurred due to violation by Landlord covering of any law or ordinance; (iv) any depreciation or amortization payments on mortgages; (v) interest on debt or amortization payments on mortgages; (vi) all items and services for which Tenant or other tenants reimburse Landlord outside of Operating Costs; (vii) for repairs of other work due to fire, wind storm or other casualty or condemnation, excluding the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) deductible to the extent actually involved in not covered by insurance; (viii) repairs that are the operations specific obligation of the Building or required to implement Landlord hereunder and not made reimbursable by Tenant hereby; (ix) any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to build the Expansion Premises; (x) Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate)Project Taxes; and an overhead cost equal (xi) any costs or items considered capital of replacement improvements and equipment, over and above the $90,361.00 referred to five percent in Paragraph 5.02D. below, under generally acceptable accounting principles consistently applied (5%) of the amount of all "Capital Items"), except for Capital Items performed or acquired to reduce Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for Capital Items consistent with generally accepted accounting principals, with such amounts included as part of the Administration Fee), Operating Costs as and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully when so amortized. The useful life of any Capitalized Expense shall be determined by reference . B. Subject to the categories provisions of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunderParagraph 5.02A. above, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as pay to Landlord Tenant's Proportionate Share of the time of such termination. ). In no event shall those matters set forth Operating Costs as indicated in Exhibit H be included in Operating Costs1.

Operating Costs. The term Tenant shall pay to Landlord as Additional Rent a share of the Property “Operating Costs,” as ”. As used in this Lease, “Operating Costs” shall mean all the total costs and expenses and costs of every kind and nature which incurred by Landlord shall pay or become obligated to pay because of or in connection with the ownershipoperating, operation, maintenance, replacementmaintaining, and repair of repairing the BuildingProperty, Real Estate and Common Areas (but expressly excluding all costs associated with the initial construction of the Building and Tenant Improvements) including, without limitation, any and all buildings, structures, and improvements in the Common Areas, and the Real Estate computed in accordance with generally accepted accounting principles consistently applied (“GAAP”)Property Improvements, including, including without limitation, painting (including, without limitation, façade painting or caulking); service and maintenance contracts; accounting, consulting, and reasonable legal fees incurred in the operation of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; storm, sanitary, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entrances; the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heatingpaving, ventilatingpatching, painting, and air conditioning line painting of all parking areas, drives, and roadways; Common Area maintenance and cleaning, sanitary control, snow removal, and trash, garbage and other Building systems maintenance serving refuse removal, including costs related to trash compactors; repair, maintenance, and painting of sidewalks, pavements, light fixtures, signs, roofs, roof skins and downspouts; repair, maintenance, and painting of buildings (including, but not limited to, the Common Areas that are not otherwise the obligations of Tenant hereunderexterior and load-bearing walls, floor slabs, and foundations); the pest control; general repairs; fire protection; security services (if any); costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering for the Common AreasProperty (excluding “Insurance Charges” that are otherwise paid by Tenant under Section 9 below); assessments and other charges due under the Declaration, Building and Real Estateif any; maintenance, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary)repair, and any replacement of utility systems servicing the Property; costs of lighting and other insurance that may be carried by Landlord covering utilities serving the Common AreasProperty; depreciation of machinery and equipment owned and used in operation, Building maintenance, and Real Estate which is customary for similar buildings repair of the Property, or otherwise required herein; the rental charges for such machinery and equipment used thereforequipment; all charges for utilities supplied capital improvements, repairs, and replacements (provided that, with respect to any such improvement, repair, or replacement, the Common Areascost shall be amortized on a straight-line basis over the useful life of such improvement, repair, or replacement); the cost of personnel (including applicable payroll taxes, workmen’s compensation insuranceto Landlord for management; administrative, and disability insurance) to the extent actually involved in the operations of the Building or required to implement any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with overhead costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five ten percent (510%) of the amount of all foregoing Operating Costs exclusive of the overhead costs (“Administration Fee”)as described in this provision. Landlord may cause any or and all of said the aforesaid services relating to Operating Costs to be provided by an independent contractor or contractors, management agent, or management company, provided that . Tenant’s share of Operating Costs shall be computed by multiplying the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part total amount of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder a fraction (a “Capitalized ExpenseTenant’s Fractional Share”), the numerator of which shall be amortized over the useful life Gross Leasable Area of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee)Premises, and Tenant shall reimburse Landlord for the amortized portion denominator of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense which shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, total leasable floor area in the event Landlord installs equipment Property. Tenant’s share of Operating Costs shall be paid in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Costsaccordance with Section 10 below.

Operating Costs. The term “Operating Costs,” as used in , for the purposes of this Lease, shall mean the aggregate of all expenses of operating the Premises and costs its appurtenances and shall include, but shall not be limited to, the following: all expenses for maintaining, operating and repairing the Premises and its appurtenances, including the expenses of every kind normal replacement of worn out equipment, facilities and nature which Landlord shall pay or become obligated to pay because installations; the cost of or in connection with the ownershipelectricity, operationwater, maintenance, replacement, and other utilities; security; gardening and other landscaping; snow removal; maintenance and repair of the Buildingparking lot and roof; fire insurance, Real Estate liability insurance as required pursuant to Section 13 of this Lease (to include any umbrella coverage) and Common Areas (but expressly excluding rent insurance; 100% of real estate taxes as defined below in this Section 4; painting; supplies; sales or use taxes on supplies or services; wages, salaries, and fringe benefits of all costs associated with persons engaged in the initial construction operation, maintenance and repair of the Building Premises and Tenant Improvements) includingits appurtenances; the charges of any independent contractor who performs or does any of the work of operating, without limitationmaintaining, or repairing the Premises and its appurtenances; and any and all buildingsother expenses or charges of any nature whatsoever, structureswhether or not herein mentioned, and improvements in the Common Areaswhich, and the Real Estate computed in accordance with sound accounting and management principles generally accepted accounting principles consistently applied (“GAAP”), including, without limitation, painting (including, without limitation, façade painting or caulking); service and maintenance contracts; accounting, consulting, and reasonable legal fees incurred in with respect to the operation of Real Estate (not tenant specific or related to Landlord’s operation a retail building, would be considered as an entity); windows and general cleaning; removing of snow, ice, debris, garbageoperating costs. Tenant shall pay all Operating Costs directly, and other refuse shall provide Landlord with proof of payment of all insurance premiums and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation real estate taxes within ten (10) days of the Common Areas and the Buildingdue dates thereof; stormprovided, sanitaryhowever, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electricalthat Landlord may, gasat its option, waterrequire Tenant to pay Landlord as Additional Rent, sewageon a monthly basis, telephone, and other utility systems and charges; roof, roof membrane, entrances; the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof one-twelfth (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved in the operations of the Building or required to implement any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five percent (5%1/12th) of the amount of all Operating Costs exclusive of annual real estate taxes, in which event Landlord shall pay the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference real estate taxes directly to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Coststaxing authority.

Operating Costs. The term “Operating Costs,” as used in this Lease, Costs shall mean include all costs and expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, operation, maintenancerepair and maintenance of the Project (excluding depreciation of the improvements in the Project, replacementall amounts paid on loans of Landlord and taxes on the income, gross receipts or revenue of Landlord) computed in accordance with accounting principles adopted by Landlord consistently applied, including by way of illustration but not limited to: real property taxes, taxes assessed on the Personal Property, any other governmental impositions imposed on or by reason of the ownership, operation or use of the Project, and any tax in addition to or in lieu thereof, other than taxes covered by Paragraph 5.4, whether assessed against Landlord or Tenant or collected by Landlord or both; parts; equipment; supplies; insurance premiums; license, permit and inspection fees; cost of services and materials (including property management fees and costs); cost of compensation (including employment taxes and fringe benefits) of all persons for duties directly connected with the operation, maintenance and repair of the BuildingProject; costs of providing utilities and services, Real Estate and Common Areas (but expressly excluding all costs associated with the initial construction of the Building and Tenant Improvements) including, without limitation, any and all buildings, structures, and improvements in the Common Areas, and the Real Estate computed in accordance with generally accepted accounting principles consistently applied (“GAAP”), including, without limitation, painting (including, without limitation, façade painting or caulking); service and maintenance contracts; accounting, consulting, and reasonable legal fees incurred in the operation of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbage, and other refuse and surface including water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; storm, sanitary, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, waterelectricity, sewagesewage disposal, telephonerubbish removal, janitorial, gardening, security, parking, window washing, supplies and Please Initial Tenant ( ) Landlord ( ) materials, and other utility systems signing (but excluding services not uniformly available to substantially all of the Project tenants); amortized costs of capital improvements (i) required to cause the Project to comply with all laws, statutes, ordinances, regulations, rules and charges; roofrequirements of any governmental or public authority, roof membrane, entrances; the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities ActAct of 1990 (the "ADA") (collectively, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and"Legal Requirements"), except for costs, if such compliance requires a capital repair or improvementany, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations correcting any failure of the Building or Real Estate including all Common Areas; pavingProject to comply, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areasrespective Completion Date, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and with any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved in the operations Legal Requirement AS enacted as of the Building respective Completion Date, or required to implement any of (ii) which reduce Operating Costs by more than the foregoingincrease in costs caused by the capital improvement or expenditure, including the policing of the Common Areas and the directing of traffic and parking of automobiles such costs, together with interest on the parking areas thereof with costs to be prorated based on unamortized balance at the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter rate of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five twelve percent (512%) of the amount of all Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services per annum, to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over such reasonable periods as Landlord shall determine; costs of maintenance and replacement of landscaping; legal, accounting and other professional services (other than legal services) incurred solely and necessarily in connection with the useful life operation of such Capitalized Expense on the Project and the calculation of Operating Costs; and rental expense or a straight-line basis without markup (except reasonable allowance for depreciation of personal property used in the maintenance, operation and repair of the Project. If the Project is not fully occupied for any calendar year during the term of this Lease, Operating Costs shall be adjusted to the amount which would have been incurred if the Project had been fully occupied for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Costsyear.

Operating Costs. The For purposes of this Lease, the term “Operating Costs,” as used in this Lease, shall mean means all expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay because of or incurs in connection with maintaining, repairing and operating the ownershipProject (it being acknowledged and agreed by Landlord and Tenant that, operation, maintenance, replacement, and repair only that portion of the Building, Real Estate and Common Areas (but expressly excluding all costs associated with the initial construction of Operating Costs allocated to the Building will be considered when determining Excess Operating Costs and Tenant Improvements) includingTenant’s Share of Excess Operating Costs pursuant to Section 5.1 above), without limitation, any and all buildings, structures, and improvements in the Common Areas, and the Real Estate computed as determined by Landlord or its accountant in accordance with generally accepted accounting principles consistently applied (“GAAP”)followed, including, without limitationbut not limited to, painting the following: insurance premiums and deductible amounts under any insurance policy; maintenance and repair costs; steam, electricity, water, sewer, gas and other utility charges; fuel; lighting; window washing; janitorial services; trash and rubbish removal; property association fees and dues and all payments under any liens, easements, declarations, encumbrances, covenants, conditions, reservations, restrictions and other matters now or hereafter affecting title to the Project (includingcollectively, without limitation, façade painting or caulking“Encumbrances”); wages payable to persons at the level of manager and below whose duties are connected with maintaining and operating the Project, together with all payroll taxes, unemployment insurance, vacation allowances and disability, pension, profit sharing, hospitalization, retirement and other so-called “fringe benefits” paid in connection with such persons (allocated in a manner consistent with such persons’ wages); commercially reasonable amounts paid to contractors or subcontractors for work or services performed in connection with maintaining and operating the Project; all costs of uniforms, supplies and materials used in connection with maintaining, repairing and operating the Project; any expense imposed upon Landlord, its contractors or subcontractors pursuant to law or pursuant to any collective bargaining agreement covering such employees; all services, supplies, repairs, replacements (but only to the extent such replacements are permitted by this Section 5.2) or other expenses for maintaining and operating the Project; costs of complying with applicable laws, codes, ordinances that were not in existence as of the date of this Lease and Encumbrances; reasonable management fees, the costs of maintaining a 24-hour security service and maintenance contracts; accounting, consultingprovider for the Common Area, and reasonable legal fees incurred the costs (including rental) of maintaining a building or management office in the operation of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; stormand such other expenses as may ordinarily be incurred in connection with maintaining and operating an office complex similar to the Project. The term “Operating Costs” also includes expenses Landlord incurs in connection with public sidewalks adjacent to the Project, sanitaryany pedestrian walkway system (either above or below ground) and any other public facility to which Landlord or the Project is from time to time subject in connection with operating the Project. The term “Operating Costs” does not include the cost of any capital improvements to the Project other than improvements installed by Landlord with a reasonable expectation of reducing Operating Costs; provided that in computing Operating Costs Landlord will amortize the cost of such capital improvements (including reasonable charges for interest on the unamortized amount) over their useful life (as reasonably determined by Landlord’s accountant, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entranceswho shall be a certified public accountant reasonably conversant with accounting practices for commercial office buildings); the cost of compliance repairs, restoration or other work occasioned by fire, windstorm or other insured casualty other than the amount of any deductible under any insurance policy (regardless whether the deductible is payable by Landlord in connection with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair expenditure); expenses Landlord incurs in connection with leasing or improvement, the same shall be subject procuring tenants or renovating space for new or existing tenants; legal expenses incident to the limitations provided belowLandlord’s enforcement of any lease; all costs and expenses of water interest or principal payments on any mortgage or other common utilitiesindebtedness of Landlord; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon allowance or assessed against parking spaces expense for depreciation or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved in the operations of the Building or required to implement any of amortization. Notwithstanding the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five percent (5%) of the amount of all Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event if Landlord installs equipment in in, or makes improvements or alterations to, the Project to the Building or Real Estate which are for the purpose of reducing energy costsreduce energy, maintenance or other costs, or other costs and expenses, or which are required under to comply with any Laws (including any accessibility statute) which were not required in effect as of the Possession Date, the same shall also be considered a Capitalized Expensesdate of this Lease, Landlord may include in Operating Expenses reasonable charges for interest paid on the investment and reasonable charges for depreciation of the investment so as to amortize such the investment over the reasonable life of the equipment, improvement or alteration on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Costsbasis.

Operating Costs. The term “Operating Costs,” as used in For purposes of this Lease, shall mean the term "Operating Costs" means all expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay because of or incurs in connection with maintaining, repairing and operating the ownershipProject (it being acknowledged and agreed by Landlord and Tenant that, operation, maintenance, replacement, and repair only that portion of the Building, Real Estate and Common Areas (but expressly excluding all costs associated with the initial construction of Operating Costs allocated to the Building (excluding the concourse space) will be considered when determining Excess Operating Costs and Tenant Improvements) includingTenant's Share of Excess Operating Costs pursuant to Section 5.1 above), without limitation, any and all buildings, structures, and improvements in the Common Areas, and the Real Estate computed as determined by Landlord or its accountant in accordance with generally accepted accounting principles consistently applied (“GAAP”)followed, including, without limitationbut not limited to, painting the following: insurance premiums and deductible amounts under any insurance policy; maintenance and repair costs; steam, electricity, water, sewer, gas and other utility charges; fuel; lighting; window washing; janitorial services; trash and rubbish removal; property association fees and dues and all payments under any liens, easements, declarations, encumbrances, covenants, conditions, reservations, restrictions and other matters now or hereafter affecting title to the Project (includingcollectively, without limitation, façade painting or caulking"Encumbrances"); wages payable to persons at the level of manager and below whose duties are connected with maintaining and operating the Project, together with all payroll taxes, unemployment insurance, vacation allowances and disability, pension, profit sharing, hospitalization, retirement and other so-called "fringe benefits" paid in connection with such persons (allocated in a manner consistent with such persons' wages); commercially reasonable amounts paid to contractors or subcontractors for work or services performed in connection with maintaining and operating the Project; all costs of uniforms, supplies and materials used in connection with maintaining, repairing and operating the Project; any expense imposed upon Landlord, its contractors or subcontractors pursuant to law or pursuant to any collective bargaining agreement covering such employees; all services, supplies, repairs, replacements (but only to the extent such replacements are permitted by this Section 5.2) or other expenses for maintaining and operating the Project; costs of complying with Encumbrances and applicable laws, codes, ordinances that were not in existence as of the date of the Existing Second Floor Lease (i.e., January 20, 2010) with respect to the Second Floor Premises, as of the date of the Existing First Floor Lease (i.e., August 21, 2012) with respect to the First Floor Premises, or as of the applicable commencement date with respect to any expansion space added to the Premises; reasonable management fees, the costs of maintaining a 24-hour security service and maintenance contracts; accounting, consultingprovider for the Common Area, and reasonable legal fees incurred the costs (including rental) of maintaining a building or management office in the operation of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; stormand such other expenses as may ordinarily be incurred in connection with maintaining and operating an office complex similar to the Project. The term "Operating Costs" also includes expenses Landlord incurs in connection with public sidewalks adjacent to the Project, sanitaryany pedestrian walkway system (either above or below ground) and any other public facility to which Landlord or the Project is from time to time subject in connection with operating the Project. The term "Operating Costs" does not include the cost of any capital improvements to the Project other than improvements installed by Landlord with a reasonable expectation of reducing Operating Costs and as otherwise expressly set forth herein; provided that in computing Operating Costs Landlord will amortize the cost of such capital improvements (including reasonable charges for interest on the unamortized amount) over their useful life (as reasonably determined by Landlord's accountant, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entranceswho shall be a certified public accountant reasonably conversant with accounting practices for commercial office buildings); the cost of compliance repairs, restoration or other work occasioned by fire, windstorm or other insured casualty other than the amount of any deductible under any insurance policy (regardless whether the deductible is payable by Landlord in connection with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair expenditure); expenses Landlord incurs in connection with leasing or improvement, the same shall be subject procuring tenants or renovating space for new or existing tenants; legal expenses incident to the limitations provided belowLandlord's enforcement of any lease; all costs and expenses of water interest or principal payments on any mortgage or other common utilitiesindebtedness of Landlord; off-site improvements (including off-site detention areasor allowance or expense for depreciation or amortization, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise except as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required expressly set forth herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved in the operations of the Building or required to implement any of . Notwithstanding the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five percent (5%) of the amount of all Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event if Landlord installs equipment in in, or makes improvements or alterations to, the Project to the Building or Real Estate which are for the purpose of reducing energy costsreduce energy, maintenance or other costs, or other costs and expenses, or which are required under to comply with any Laws (including any accessibility statute) which were not required in effect as of the Possession Datedate of the Existing Second Floor Lease (i.e., January 20, 2010) with respect to the same shall also be considered a Capitalized ExpensesSecond Floor Premises, as of the date of the Existing First Floor Lease (i.e., August 21, 2012) with respect to the First Floor Premises, or as of the applicable commencement date with respect to any expansion space added to the Premises, Landlord may include in Operating Expenses reasonable charges for interest paid on the investment and reasonable charges for depreciation of the investment so as to amortize such the investment over the reasonable life of the equipment, improvement or alteration on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Costsbasis.

Operating Costs. The term “Operating Costs,” as used in Tenant shall pay an amount equal to the Tenant's Share of the total cost and expense incurred, accrued or attributed by the Landlord to maintain and operate the Premises and to discharge its obligations under this Lease, shall mean all such costs and expenses to include, without limitation and without duplication, the aggregate of the following: (i) the total annual costs and expense of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with insuring the ownership, operation, maintenance, replacementPremises, and repair improvements, equipment and other property thereon owned or operated by the Landlord or for which the Landlord is legally liable, in such manner and form, with .such companies and such coverage and in such amounts as the Landlord, or the Landlord's mortgagee, determines; (ii) cleaning, garbage and waste collection and disposal; (iii) lighting, public utilities and musical broadcasting systems; (iv) policing, security and supervising; (v) labour and/or wages and other payments made to janitors, caretakers and other employees of the Building, Real Estate and Common Areas (but expressly excluding all costs associated with the initial construction of the Building and Tenant Improvements) including, without limitation, any and all buildings, structures, and improvements in the Common AreasLandlord, and the Real Estate computed charges of any independent contractors involved in the maintenance and operation of the Premises; (vi) the cost of the rental of any equipment and signs, and the cost of building supplies used by the Landlord in the maintenance of the Premises; (vii) audit or accounting fees incurred by the Landlord in the preparation of statements delivered to the tenants of the Premises; (viii) repairs and replacements to, and the maintenance and operation of the Premises and the systems, facilities and equipment serving the Premises including all escalators and elevators, and the heating, air conditioning, mechanical, plumbing and electrical systems serving the Premises, save and except for any maintenance, repair and replacement exceeding normal maintenance of the office combination heat and air conditioning unit in existence on the Leased Premises as at the Commencement Date for which the Landlord shall be responsible; (ix) depreciation on fixtures, equipment, systems and facilities serving or comprising the Premises, in accordance with generally accepted accounting principles consistently applied as set out by the Canadian Institute of Chartered Accountants; (“GAAP”), x) An administrative fee of fifteen percent (15%) of such total costs including, without limitation, painting those costs referred to in subparagraphs (including, without limitation, façade painting or caulking); service and maintenance contracts; accounting, consulting, and reasonable legal fees incurred in the operation of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; storm, sanitary, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entrances; the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurancei) to the extent actually involved in the operations of the Building or required to implement any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estateviii); and an overhead cost equal to five percent (5%) of the amount of all Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Costs.

Operating Costs. The term “Operating Costs,” as All costs and expenses of management, ownership, operation and maintenance of the Building, and the real property upon which such Building is located, (the “ Property”), including by way of illustration but not limited to, utilities; waste disposal; materials and supplies; Insurance Premiums (excluding such premiums otherwise paid for by Tenant pursuant to the provisions of Section 13.1 below); cost of services of independent contractors and employees (including, without limitation, wages, salaries, employment taxes and fringe benefits of such persons but excluding all such costs for persons performing services not uniformly available to all Building tenants), day-to-day operations, maintenance and repair of the 3 Premises, Building, its equipment, and the common areas, parking areas, walkways, access ways, and landscaped areas, including, without limitation janitorial, gardening, security, elevator servicing, painting, plumbing, electrical, carpentry, heating, ventilation, air conditioning, window washing, signing and advertising; rental expense or depreciation of personal property used in this Lease, shall mean all expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownershipmaintenance, operation, maintenance, replacement, and repair of the Building, Real Estate and Common Areas (but expressly excluding all costs associated with ; the initial construction cost of capital improvements to the Building and Tenant Improvements) including, without limitation, any and all buildings, structures, and improvements in the Common Areas, and the Real Estate computed (amortized in accordance with generally accepted accounting principles consistently applied (“GAAP”)together with interest at the prevailing annual rate on the unamortized portion of such cost) made after the date of this Lease which reduce other items of Operating Costs or are required under any governmental law or regulations; and reserves for future maintenance, includingrepair or replacement of components of the improvements on the Property such as, without limitationby way of illustration, painting (includingroof of the Building, without limitation, façade painting or caulking); service and maintenance contracts; accounting, consultingsurfaces of parking areas, and reasonable legal fees incurred in the operation repainting or resurfacing of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snowBuilding walls, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; storm, sanitary, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entrances; the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved in the operations of the Building or required to implement any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated reasonably based on the actual time spent on operations for the Common Areas; all costs anticipated cost and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five percent (5%) of the amount of all Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the estimated useful life of such Capitalized Expense items. Operating Costs shall not include Real Property Taxes (as defined in Section 5.1(b) below) or the taxes referred to in Section 5.3 below; debt service, if any, on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general Building; depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to on the Building (other than depreciation on exterior window draperies provided by Landlord and carpeting in public corridors); costs of Tenant’s improvements; real estate brokers’ commissions; capital improvements, other than the reserves and capital improvements included in Operating Costs above; or Real Estate the cost of specific repairs, utilities, or extra services which are for the purpose of reducing energy costsspecifically and solely furnished to, maintenance costsbilled to and payable separately by Tenant, or other costs specific and expenses, particular tenant or which are required under any Laws (including any accessibility statute) which were not required as other lessee of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating CostsBuilding.

Operating Costs. The term “Operating Costs,” as used in this Lease, shall mean the total of all expenses and of the costs of every kind and nature which incurred by Landlord shall pay or become obligated relating to pay because of or in connection with the ownership, operation, maintenance, replacement, and repair of the Building, Real Estate and Common Areas (but expressly excluding all costs associated with the initial construction maintenance of the Building Project and Tenant Improvements) includingthe services provided tenants in the Building Project. By way of explanation and clarification, without but not by way of limitation, any Operating Costs will include the costs and all buildingsexpenses incurred for the following: Real Estate Taxes; pest control; trash and garbage removal (including dumpster rental); xxxxxx and matron service; security; Common Areas decorations; repairs, structuresmaintenance, and improvements in the alteration of building systems, Common Areas, and other portions of the Real Estate computed Building Project to be maintained by Landlord; amounts paid under easements or other recorded agreements affecting the Building Project, including assessments paid to property owners’ associations; repairs, maintenance, replacements, and improvements that are appropriate for the continued operation of the Building Project as a first class building; improvements required by law; improvements in accordance with generally accepted accounting principles consistently applied (“GAAP”)security systems; materials, includingtools, without limitationsupplies, painting (includingand equipment to enable Landlord to supply services that Landlord would otherwise have obtained from a third party; expenditures designed to result in savings or reductions in Operating Costs; landscaping, without limitationincluding fertilization and irrigation supply; parking area maintenance and supply; property management fees; an onsite management office; all utilities serving the Building Project and not separately billed to or reimbursed by any tenant of the Building Project; cleaning; window washing, façade painting and janitorial services; all insurance customarily carried by owners of comparable buildings or caulking)required by any mortgagee of the Building Project; supplies; service and maintenance contractscontracts for the Building Project; accountingwages, consulting, and reasonable legal fees incurred in the operation of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbagesalaries, and other refuse benefits and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation costs of employees of the Common Areas Landlord up to and including the Building; storm, sanitary, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entrances; the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements building manager (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations a pro rata share only of the Building or Real Estate including all Common Areaswages and benefits of employees who are employed at more than one building; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved in the operations of the Building or required to implement any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five percent (5%) of the amount of all Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense pro rata share shall be determined by reference to Landlord and shall be based on Landlord’s estimate of the categories percentage of property under the “general depreciation system” as published time spent by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to employees at the Building or Real Estate which are Project); legal, accounting, and administrative costs; and uniforms and working clothes for employees and the cleaning of them. Landlord may contract for the purpose performance of reducing energy costs, maintenance costs, some or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as all of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, management and maintenance functions generally described in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense this section with entities that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Costsare affiliated with Landlord.

Operating Costs. The term (a) “Operating Costs,” as are the reasonable costs of managing, operating, maintaining, repairing, refurbishing and insuring the Building and all common areas and facilities within the Property (including, but not limited to, elevators, stairwells, loading areas, parking areas, pavements and walkways, landscaping, gardening, storm drainage, and other utility systems); the cost of utilities for such common areas and facilities; fire protection and security services, if any; traffic control equipment; repairs; parking lot striping; lighting; sanitary control; janitorial services for the common areas; removal of trash, rubbish, garbage and other refuse; depreciation on or rentals of machinery and equipment used in this Leasesuch maintenance over its useful life on a straight line basis; the cost of personnel on-site to implement such services; all insurance of whatsoever nature kept, shall mean all expenses and costs of every kind and nature which or caused to be kept, by Landlord shall pay or become obligated to pay because out of or in connection with the ownership, operation, maintenance, replacement, and repair of the Building, Real Estate and Common Areas (but expressly excluding all costs associated with the initial construction ownership of the Building and Tenant Improvements) common areas, including, without limitationbut not limited to, any insurance insuring the same against loss or damage by, or abatement of rental income resulting from, fire and all buildingsother such hazards, structurescasualties, and improvements in the Common Areascontingencies, and liability and indemnity insurance; plus the Real Estate computed actual administrative and overhead costs of Landlord’s on-site personnel in accordance conformance with Landlord’s current practice as of the date of this Lease. Such costs shall not include (i) the cost of any capital improvements or capital expenditures in or to the Building, the Property or the Premises as determined under generally accepted accounting principles consistently applied principles; (“GAAP”), including, without limitation, painting (including, without limitation, façade painting ii) work which Landlord performs specifically for or caulking); service and maintenance contracts; accounting, consulting, and reasonable legal fees incurred in at the operation expense of Real Estate (not any other tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; storm, sanitary, (iii) maintenance of the HVAC system serving the Premises and maintenance of any other drainage or detention systemsHVAC systems serving other portions of the Building; sprinklers and other fire protection systems(iv) trash removal from the dumpster located on the exterior of the Building; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entrances; the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”v) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations ground rent, interest or debt service; (vi) penalties, fines or late charges, or any other costs which may be incurred as the result of the Building negligent or Real Estate including all Common Areaswillful misconduct of Landlord or Landlord’s agents, employees, invitees, licensees and contractors; paving(vii) any amounts payable to Landlord or any affiliate of Landlord, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; except payment for services rendered where the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all services are reasonably commensurate with the charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved similar services provided by similarly qualified persons in the operations geographical location in which the Property is located; (viii) management fees in excess of the Building or required to implement any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five four percent (54%) of the amount of all Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Costs.

Operating Costs. The term Tenant shall pay its Proportionate Share of Operating Costs to the Landlord. Subject to the exclusions and deductions stipulated in Section 6.6, “Operating Costs,” means the total, without duplication and calculated in accordance with accounting principles or practices generally accepted in the real estate industry in Canada, of the costs, expenses, fees, rentals, disbursements and outlays (in Sections 6.5 and 6.6 referred to collectively as used in this Lease, shall mean all expenses and costs “costs”) of every kind and nature which kind, whether direct or indirect, paid, payable or incurred by or on behalf of the Landlord shall pay on an accrual basis (or become obligated on a cash basis to pay because of or the extent that the Landlord determines is reasonable) in connection with the ownership, operationmaintenance, maintenancerepair, replacement, operation, administration, supervision and repair management of the Building, Real Estate and Common Areas (but expressly excluding all costs associated with the initial construction of the Building and Tenant Improvements) including, without limitation, any and all buildings, structures, and improvements in the Common Areas, and the Real Estate computed in accordance with generally accepted accounting principles consistently applied (“GAAP”), including, without limitation: (a) costs of providing security, painting supervision, traffic control, janitorial, landscaping, window cleaning, waste collection, disposal and recycling and snow removal services and the costs of machinery, supplies, tools, equipment and materials used in connection with the Building (includingincluding rental costs of such items); (b) costs of telecommunications and broadband services and facilities (including riser, rooftop, telephone room and wireless management), information technology, telecopier, stationery, office equipment, supplies, signs and directory boards and other services and materials required for management, maintenance and operation (whether on or off-site and whether incurred by the Landlord or a management company); (c) costs of providing electricity, fuel, heat, processed air, water, telephone, gas, sewage disposal and other utilities and services (including all energy management and administration costs) and costs of replacing building standard electric light fixtures, ballasts, tubes, starters, lamps, light bulbs and controls (to the extent such item is charged separately to the Tenant pursuant to this Lease then the costs of any such item attributable to other leaseable premises shall be excluded); (d) costs of: (i) operating, maintaining, replacing, modifying and repairing the Building, including without limitationlimitation such costs where incurred by the Landlord in order to comply with Applicable Laws or required by the Landlord’s insurance carrier or resulting from normal wear and tear to the Building; (ii) providing, façade painting installing, modifying and upgrading energy conservation equipment and systems, life safety and emergency response systems, materials and procedures and telecommunication and broadband systems and equipment if any; (iii) making alterations, replacements or caulking); service and maintenance contracts; accountingadditions to the Building intended to reduce Operating Costs, consulting, and reasonable legal fees incurred in improve the operation of Real Estate the Building and the systems, facilities and equipment serving the Building, or maintain their operation; and (iv) replacing machinery or equipment which by its nature requires periodic replacement, all to the extent that such costs are fully chargeable in the Fiscal Year in which they are incurred in accordance with sound accounting principles or practices generally accepted in the real estate industry in Canada as applied by the Landlord; (e) depreciation or amortization of the costs referred to in Section 6.5(d) above as determined in accordance with sound accounting principles or practices generally accepted in the real estate industry in Canada as applied by the Landlord, if such costs have not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbagebeen charged fully in the Fiscal Year in which they are incurred, and other refuse interest on the undepreciated or unamortized balance of such costs, calculated monthly, at an annual rate equal to 5% above the Prime Rate in effect on the first day of the Fiscal Year that such costs were incurred; (f) amounts paid to, or reasonably attributable to the remuneration of, all personnel (whether on or off-site and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used whether employed by the Landlord or a management company) involved in the maintenance, repair, replacement, operation, administration, supervision and operation management of the Common Areas Building, including fringe benefits, severance pay, termination payments and other employment costs; (g) auditing, accounting, legal and other professional and consulting fees and disbursements incurred in connection with the maintenance, repair, replacement, operation, administration, supervision and management of the Building, including those incurred with respect to the preparation of the statements required under the provisions of this Lease and costs of administering, minimizing, contesting or appealing assessments of Property Taxes (whether or not successful), but not if such auditing accounting, legal and other professional and consulting fees are attributable to a dispute with, the actions or inactions of, or a default of a tenant within the Building; (h) costs of all insurance which the Landlord is obligated or permitted to obtain under this Lease and the Building; storm, sanitary, and other drainage amounts of losses incurred or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entrances; claims paid either below the cost insurance deductible amounts or as the co-insurance portion of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof an insured claim; (“ADA”i) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject Property Taxes to the limitations provided below; all costs extent not charged to the Tenant pursuant to Section 6.2 and expenses of water or to other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations tenants of the Building or Real Estate including all Common Areas; pavingpursuant to lease provisions similar to such Section; (j) Capital Tax, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved that same are levied under any federal, provincial or municipal law; (k) fair market rental value (having regard to rent being charged for similar space including additional rent for operating costs and property taxes) of space used by the Landlord and/or its property manager, acting reasonably, in connection with the operations maintenance, repair, operation, administration and management of the Building or required to implement and such fair market rental value of any building amenities (such as conference and day-care facilities provided primarily for tenants of the foregoingBuilding), including together with the policing reasonable costs relating to such building amenities; and (l) a management fee of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five percent (5%) of gross amounts received or receivable by the amount of all Operating Costs exclusive Landlord in respect of the overhead costs Building for all items. Notwithstanding anything to the contrary set out in this Lease, the Landlord agrees that annual increases in Controllable Operating Costs, shall not exceed the greater of the rise in the Consumer Price Index for Ontario, (“Administration Fee”CPI). Landlord may cause any or all of said services to be provided , as calculated by an independent contractor or contractorsStatistics Canada, management agentyear over year, on a cumulative basis, or management companythree percent (3%) per annum, on a cumulative basis, during the initial Term and Extended Term, provided that the costs Tenant exercises its right to extend the Term in accordance with Section 3 of providing such services shall paid exclusively from Schedule “E” attached hereto. For the Administrative Fee and shall not be separately included as part purposes of the this section, “Controllable Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an ” means all Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in excluding all Non-Controllable Operating Costs.

Operating Costs. The term “Following the Hexokee Transaction, Operating Costs,” as used Costs --------------- associated with Landlord's (or Hexokee's in this Lease, shall mean all expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, operation, maintenance, replacement, and repair case of the BuildingHexokee Common Area Agreement, Real Estate and Common Areas (but expressly excluding all costs associated with as the initial construction of the Building and Tenant Improvementscase may be) including, without limitation, any and all buildings, structures, and improvements in the Common Areas, and the Real Estate computed in accordance with generally accepted accounting principles consistently applied (“GAAP”), including, without limitation, painting (including, without limitation, façade painting or caulking); service operation and maintenance contracts; accounting, consulting, and reasonable legal fees incurred in the operation of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; storm, sanitary, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and charges; roof, roof membrane, entrances; the cost for purposes of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same this Lease shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved in the operations of the Building or required to implement any of the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; include all costs and expenses incurred by Landlord pursuant to (or Hexokee in the case of the Hexokee Common Area Agreement, as the case may be) for any offof the following: (i) all premiums (or pro-site easement rata portions thereof) for liability insurance carried by Landlord (or other agreement or matter Hexokee in the case of record related the Hexokee Common Area Agreement, as the case may be) with respect to the Real Estate Common Areas, (including, without limitation, ii) all charges for utilities servicing the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five percent (5%) Common Areas of the amount Project, replacing utility service lines and the cost and expense of all Operating Costs exclusive operating and maintaining the monument signs dedicated to the Project and located along Garden of the overhead Gods Road, (iii) all costs (“Administration Fee”). Landlord may cause any or for maintenance and repairs of the driveways, alleyways and common parking areas servicing the Project and all of said services to be provided by an independent contractor or contractorsits tenants and users, management agentincluding all costs and expenses of operating, or management companymaintaining and replacing driveway and parking lot lighting, provided that sweeping and cleaning, patching, sealing, resurfacing, repairing, line painting and striping, and snow, ice and debris removal, (iv) all costs associated with the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part landscaped portions of the Operating Costs. The cost Common Areas, including all costs and expenses of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A gardening, maintaining, repairing, replanting and replacing plants, flowers, shrubbery, planters and all costs associated with maintenance and repair of the Internal Revenue Code of 1986, as amendedirrigation systems, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or v) all other costs and expensesexpenses of operating, or which are required under any Laws (including any accessibility statute) which were not required as maintaining the Common Area portions of the Possession Date, Project. Notwithstanding the same shall also be considered a Capitalized Expensesforegoing, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable hereby agrees that Operating Costs for the unamortized amount of any Capitalized Expense that remains outstanding as Common Area portions of the time of such termination. ). In Project shall in no event shall those matters set forth in Exhibit H be included in Operating Costs.include any of the following: (a)

Operating Costs. The term “Operating Costs,” as used in this Lease, " shall mean all expenses other than Taxes paid or incurred by Landlord for obtaining services and products for maintaining, operating, equipment replacement, and repairing the Property, including without limitation, the Property public and common areas, and the personal property used in conjunction therewith, and which shall include, without limitation, the costs of every kind Landlord performing its maintenance and nature repair obligations under this Lease, depreciation and amortization of capital improvements made subsequent to the initial development of the Property or Building which Landlord shall pay are designed with a reasonable probability of enhancing the health and/or safety of the Property or improving the operating efficiency of the Property or Building, security services for the Property, fire alarm system monitoring and testing, refuse collection, maintaining water, sewer, storm drainage and other utility systems and services, common area electricity, gas and other similar energy sources (excluding electricity for the Premises which will be charged to the Tenant subject to paragraph 8.6 below), supplies, Premises janitorial if provided, common area janitorial and cleaning services, exterior window washing, landscape planting, maintenance and irrigation, services of independent contractors (including any market-rate management fees which may be or become obligated payable to pay because third parties), compensation (including employment taxes and fringe benefits) of or all persons who perform duties in connection with the ownership, operation, maintenance, replacement, maintenance and repair of the BuildingProperty and its equipment, Real Estate the maintenance, resurfacing, repair and Common Areas striping of parking areas and curbs (but expressly excluding all costs associated with the initial construction of the Building including driveways, loading zones and Tenant Improvements) includingaccess easements), without limitationdownspouts and gutters, any lighting and all buildingsoutdoor facilities, structurespremiums for Landlord's insurance, licenses, permits and inspection fees, a management fee, reasonable legal, administrative and accounting expenses, and improvements in the Common Areasany other expense or charge whether or not hereinabove described, and the Real Estate computed which in accordance with generally accepted accounting principles consistently applied and management practices would be considered an expense of maintaining, operating, or repairing the Property, excluding or deducting, as appropriate costs of any special services rendered to individual tenants (“GAAP”), including Tenant) for which a special charge is collected including, without limitation, painting (including, without limitation, façade painting or caulking); service and maintenance contracts; accounting, consulting, and reasonable legal fees incurred in the operation of Real Estate (not tenant specific or related to Landlord’s operation as an entity); windows and general cleaning; removing of snow, ice, debris, garbage, and other refuse and surface water; security personnel; electronic intrusion and fire control and telephone alert systems; machinery and equipment used in the maintenance, repair, replacement, and operation of the Common Areas and the Building; storm, sanitary, and other drainage or detention systems; sprinklers and other fire protection systems; irrigation systems; electrical, gas, water, sewage, telephone, and other utility systems and any specially metered charges; roof, roof membrane, entrances; the cost of compliance with any accessibility statute including, without limitation, the Americans with Disabilities Act, including all amendments thereto and regulations thereof (“ADA”) occurring after the Possession Date and, if such compliance requires a capital repair or improvement, the same shall be subject to the limitations provided below; all costs and expenses of water or other common utilities; off-site improvements (including off-site detention areas, landscaping, and traffic signals); traffic regulation, directional signs, and traffic consultants; all licenses, permits, certificates, and inspection fees related to ongoing maintenance and operations of the Building or Real Estate including all Common Areas; paving, curbs, sidewalks, walkways, roadways, and parking surfaces (including repaving, sealing, striping, and patching and snow, ice and hazard removal), lighting facilities; informational signage; surcharges levied upon or assessed against parking spaces or areas; payments toward mass transit or otherwise as required by federal, state or local governmental authorities; the cost and expense of landscaping, gardening, and planting; decorating; heating, ventilating, and air conditioning and other Building systems maintenance serving the Common Areas that are not otherwise the obligations of Tenant hereunder; the costs of any and all types of insurance coverages customary for similar buildings or otherwise required herein and carried by Landlord covering the Common Areas, Building and Real Estate, including, without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, fire and extended coverage, vandalism and malicious mischief and all broad form coverages, sign insurance, rental abatement insurance, terrorism (if customary), and any other insurance that may be carried by Landlord covering the Common Areas, Building and Real Estate which is customary for similar buildings or otherwise required herein; the rental charges for such machinery and equipment used therefor; all charges for utilities supplied to the Common Areas; the cost of personnel (including applicable payroll taxes, workmen’s compensation insurance, and disability insurance) to the extent actually involved in the operations of the Building or required to implement any of . Notwithstanding the foregoing, including the policing of the Common Areas and the directing of traffic and parking of automobiles on the parking areas thereof with costs to be prorated based on the actual time spent on operations for the Common Areas; all costs and expenses incurred by Landlord pursuant to any off-site easement or other agreement or matter of record related to the Real Estate (including, without limitation, the off-site parking easement and access easements benefitting the Real Estate); and an overhead cost equal to five percent (5%) of the amount of all Operating Costs exclusive of the overhead costs (“Administration Fee”). Landlord may cause any or all of said services to be provided by an independent contractor or contractors, management agent, or management company, provided that the costs of providing such services shall paid exclusively from the Administrative Fee and shall not be separately included as part of include the Operating Costs. The cost of any Operating Costs incurred by Landlord which are required or permitted to be capitalized pursuant to Section 263A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations promulgated thereunder (a “Capitalized Expense”), shall be amortized over the useful life of such Capitalized Expense on a straight-line basis without markup (except for the Administration Fee), and Tenant shall reimburse Landlord for the amortized portion of such Capitalized Expense accrued, as an Operating Costs, each calendar year until the Capitalized Expense is fully amortized. The useful life of any Capitalized Expense shall be determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). In addition, in the event Landlord installs equipment in or makes improvements or alterations to the Building or Real Estate which are for the purpose of reducing energy costs, maintenance costs, or other costs and expenses, or which are required under any Laws (including any accessibility statute) which were not required as of the Possession Date, the same shall also be considered a Capitalized Expenses, Landlord may amortize such investment on a straight line basis over the useful life of such equipment, improvement, or alteration determined by reference to the categories of property under the “general depreciation system” as published by the Internal Revenue Service from time to time (currently published as IRS Publication 946). For the avoidance of doubt, in the event the Lease terminates prior to the conclusion of any amortization period determined hereunder, Tenant shall not be liable for the unamortized amount of any Capitalized Expense that remains outstanding as of the time of such termination. ). In no event shall those matters set forth in Exhibit H be included in Operating Costs.following: