Common use of Operating Cost Clause in Contracts

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

Operating Cost. That portion of the Building that is designated as office space for purposes of this Lease is located on the second, third, fourth and fifth floors of the Building and includes approximately 98,216 square feet of Rentable Area (a) “Office Area”). Areas of the 1st floor shall not be deemed Office Area regardless of their use. In addition to the Basic Rent on the 5th Floor Space, Tenant shall pay each calendar year as part of the Rental Tenant’s Proportionate Share of the amount by which the Office Area Operating Cost, grossed up as if the Office Area of the Building were 100% occupied, for the Building in any calendar year exceeds the “Basic Operating Cost” of Five Hundred Eighty-Seven Thousand Three Hundred Thirty-One and 68/100 Dollars ($587,331.68); any such excess may be referred to herein as “Excess Operating Cost.” Landlord represents and warrants to Tenant that the Basic Operating Cost was grossed up as if the Office Area of the Building was 100% occupied. Except to the extent herein otherwise provided, the term “Operating Cost” as used herein shall mean all expenses and costs (but not Excluded Operating Expenses or specific costs which are separately billed to and paid or reimbursed by specific tenants) of every kind and nature incurred by Landlord in its reasonable business judgment which Landlord shall actually pay or become obligated to pay incur because of or in connection with the management, maintenance, preservation or ownership and operation of the Office Area of the Building (during a calendar year, as determined by Landlord in accordance with generally accepted accounting principles, consistently applied) , and with sound management practices generally accepted with respect to the operation and maintenance of first class office buildings in ▇▇▇▇▇▇ County, Indiana (“Comparable Office Buildings”), including, but not limited to to, the following: (1a) Expenses Wages, salaries, fringe benefit costs, payroll taxes, unemployment compensation payments, workmen’s compensation insurance premiums and other related expenses of all employees directly engaged in the operation, cleaning, maintenance and security of the Building, including compensation in ; costs of Building employee uniforms and cleaning thereof; the form cost of wages, salaries, fair rental value of a Building management office; and other compensation the management fees payable by Landlord (excluding brokerage commissions for leasing) if management of the Building is contracted to a third party; (b) All supplies and benefits (including payroll taxes, federal, state and local unemployment taxes and social security taxes), insurance, welfare and retirement benefits, and related expenses and benefits of all on-site employees (not exceeding the level of property manager) and off-site employees (but only to the extent such employees are involved directly materials used in the operation, maintenancecleaning, management maintenance and preservation security of the Building, and with respect to off-site employees above the level Office Area of the property manager directly responsible for the Building, only so long as ▇▇▇▇▇ Interests Limited Partnership or an affiliate thereof is managing the Building; it being agreed that the manner in which Landlord allocates the expenses for such off-site employees Building and categories to which such expenses are allocated will not change from the manner utilized by Landlord as all of the date of this Lease its machinery and Landlord agrees to certify that such manner and categories have not changed (the “Allocable Share Certification”) in connection with the delivery by Landlord to Tenant of the statement of the Operating Cost and Impositions pursuant to Section 2.06) but excluding employees and other personnel to the extent they are engaged in the initial development and construction of the Buildingequipment; (2c) The Building’s allocable share Cost of the cost incurred by Landlord in Greater Boston for Landlord’s office and management office operation for the Building (provided, however, that if such office is located outside the Project, such allocable share shall not exceed the allocable share of the cost which would have been incurred had the office been located within the Project); (3) All tools, supplies materials and equipment used in the operation and maintenance of the Building (the “Building Equipment”), including rental fees for the same, if such items are not purchased and amortized, or, if Landlord in its reasonable business judgement determines that it is ultimately less costly to purchase than to rent, then the cost of such Building Equipment, as amortized by Landlord in accordance with requirements governing the amortization of such Building Equipment under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing); (4) Utilitiesutilities, including water and power, sewer, gas, power for heating, lighting, air conditioning and ventilating the entire Office Area of the Building (provided, however, that should any tenant in the Building, including Tenant, have special needs or uses requiring the use of any such utility beyond the ordinary for a typical tenant in a first-class office building like the Building, as determined by Landlord in its reasonable judgment (which, in the case of electrical usage, is established pursuant to Section 3.01(a)(v) all common and (vi)service areas), Landlord shall monitor such additional usage by the installation of meters or by other reasonable meansfuel adjustment charges, exclude the cost of such additional usage from the Operating Cost sewer use charges and ▇▇▇▇ the tenant directly therefor)any utility taxes; (5d) All Cost of all management, maintenance, janitorial security and service agreements or costs for the BuildingOffice Area of the Building and the equipment therein, including, without limitation, alarm service, landscapingtrash removal, window cleaning, escalator cleaning and elevator maintenance, rubbish and snow removal, pest control, equipment maintenance or servicing or maintenance or cleaning for sidewalks, Building exterior, roof and service areas (provided, however, that the additional cost for any such services beyond the ordinary for providing such services to typical tenants in a first-class office building like the Building or which are made necessary by the special needs or uses of any party, including Tenant, as determined by Landlord in its reasonable judgment, shall not be included in the Operating Cost but shall be billed directly to such party); (6e) A management cost recovery in connection with the operation of the Building; Tenant’s share to be three percent (3%) of all Gross Rent, excluding such cost recovery; (7) Legal and accounting services for the BuildingAccounting costs, including the costs of audits by certified public accountants; excluding, however, pertaining solely to the cost of dispute resolution auditing management and operation of the Operating Cost or Impositions pursuant to leases with tenants in the Building, costs incurred as a result Office Area of the negligence or willful misconduct of Landlord or Landlord Responsible Parties, costs incurred in proceedings against any specific tenant, and costs incurred in connection with the financing, refinancing, leasing, development and/or construction of, the Building; (8) All f) Cost of all insurance, including, without limitation, fire, casualty, liability and rental value insurance premiums and costs applicable to the Office Area of the Building and Landlord’s personal property used in connection therewith, including but not limited to, with the premiums operation and cost maintenance of fire, casualty and liability coverage and rental abatement or business interruption insurancethe Office Area of the Building; (9g) Repairs (including, where necessaryCost of repairs, replacements which do not constitute capital improvements) together with reasonable financing charges until the full cost of such repairs is repaid to Landlord by tenants in the Building (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) and general maintenance of the Office Area of the Building and each part thereof (except for repairs the cost of which is excluding repairs, replacements and general maintenance paid for by, or would have been paid for by, the by proceeds of insurance which Landlord is required to carry pursuant to Section 5.01 of this Lease or which are paid for directly by Tenant or other third parties, and except for alterations attributable solely to other tenants of the extent attributable to tenants Office Area of the Building); (10h) Capital Snow removal, landscaping and any and all other common area maintenance costs related to the Common Areas in the Office Area of the Building, including sidewalks and landscaping on the Building Site ; and (i) Amortization over the anticipated useful life pursuant to generally accepted accounting principles of capital improvements made to the Building, including replacements as amortized by Landlord in accordance with requirements governing Office Area of the amortization of such capital improvements under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) Building subsequent to the Completion Date commencement date of this Lease which (i) are designed to and may be required by governmental authorities or which will improve the operating efficiency of the Building, or (ii) may be required by governmental authorities pursuant to applicable laws, ordinances or regulations subsequent to the approval Office Area of the Initial Tenant Improvement Plans (other than those which are required for the exclusive benefit Building resulting in a reduction of an individual tenant or tenants and not relating to the general use or operation of the Building); provided, however, that the amount of such amortization and financing charges for items in (i) above shall not exceed in any year the amount of costs reasonably determined by Landlord to have been saved in such year by the expenditure either through direct reduction or minimization of increases which would have otherwise occurred, and provided further that with respect to (ii) above, Landlord shall take reasonable steps to comply with such governmental requirements in the most economical mannerOperating Cost. (bj) Notwithstanding any other provision Cost of all insurance required to be maintained by Landlord herein including but not limited to the contrary, in the event that the Building is not fully occupied during any year of the Term, an adjustment shall be made in computing those items constituting components of Operating Cost which vary depending on the level of occupancy of the Building for such year so that Operating Cost shall be extrapolated and computed as though the Building had been fully occupied during such year; provided, however, that in no event shall Landlord collect in total, from Tenant and all other tenants of the Building, an amount greater than one hundred percent (100%) of the actual Operating Cost during any year of the Term. (c) Notwithstanding the foregoing, Operating Cost shall not include any costs and expenses excluded expressly by the provisions of subsection (a) above or any costs and expenses relating to: (1) the management, maintenance, preservation or operation of (i) the Parking Section, (ii) the Commercial Sectionterrorism coverage, to the extent constituting leasable space for tenants of the Commercial Section, and not covered by (iii) the Common Areas to the extent reasonably allocable to the Parking Section or the Commercial Section; (2) any special needs or uses of tenants with respect to storage areas resulting in extraordinary costs or expenses in connection with maintaining, repairing and operating such storage areas; (3) leasing commissions or tenants inducements associated with leasing activities; (4) costs or improvements to any tenant’s leased premises or otherwise exclusively for the benefit of an individual tenant; (5) principal, interest, late charges or other payments on loans (except as provided in (a)(3), (a)(9) or (a)(10f) above), ground rent, rent paid for the right to locate Project Common Areas or Loading Docks outside of the Building, or payments on equity obligations; (6) costs of repairing, replacing or otherwise correcting defects in the design or construction of the Project, or design or construction defects in any leasehold improvements in rentable areas of the Building; (7) leasing commissions, attorneys’ fees, costs and disbursements and other expenses, any of which are incurred in connection with negotiations or disputes with tenants or prospective tenants, except with respect to disputes with other tenants the resolution of which is reasonably likely to result in a material benefit to the tenants of the Project (other than costs incurred in connection with the lease termination and eviction of any tenant); (8) depreciation and amortization of the Project or equipment, except as provided in (a)(3) and (a)(10) above; (9) expenses in connection with services of a type which Tenant does not receive under this Lease but which are provided to another tenant; (10) fines, penalties or indemnification obligations incurred due to violations by Landlord or Landlord Responsible Parties of any governmental rule or authority, or any agreement made in connection therewith with a governmental entity, and any costs of remedying such violations or defending the prosecution thereof (except for the costs of remedying such violations to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10)); (11) all amounts paid to principals, subsidiaries, affiliates or other parties related to Landlord for services for the Project in excess of the amount payable for comparable services provided by a party who is not a principal, subsidiary, affiliate or otherwise related party; (12) costs and expenses to the extent related to the ownership (as distinguished from operation and maintenance, including the charges contemplated by (a)(2) above) of the Project; (13) ny particular items and services for which Tenant otherwise reimburses Landlord by direct payment over and above Base Rent and Tenant’s Proportionate Share of Operating Cost; (14) advertising, marketing, promotional and like expenditures; (15) costs of refinancing the Project; (16) interest or penalties resulting from delinquent payments by Landlord, provided such delinquent payments are not caused by Tenant; (17) repairs or other work occasioned by fire, windstorm or other casualty to the extent covered by insurance required to be carried by Landlord hereunder, or by the exercise of the right of eminent domain, or voluntary conveyance in lieu thereof, to the extent reimbursed by condemnation proceeds; (18) Landlord’s costs of electricity and other services to the extent they are separately chargeable to tenants as an additional charge or rental over and above the regular installments of rent payable under the lease with such tenant; (19) costs incurred by Landlord which are considered capital improvements and replacements under generally accepted accounting principles (“GAAP”) including contributions to replacement or contingency reserves created by Landlord, except as provided in (a)(3) or (a)(10) above; (20) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; and (21) costs for the purchase of sculpture, paintings, or other objects of art, and any royalties payable in connection therewith; and (22) the cost of any curative action required, or any repair, replacement or alteration made, by Landlord (or by a third party, the cost of which is imposed upon Landlord) to remedy a condition or damage caused by or resulting from the negligence or willful misconduct of Landlord or Landlord Responsible Parties, and, except to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10), the costs of complying with governmental or insurance requirements to the extent caused by a condition existing as of the date the Initial Tenant Improvement Plans are approved unless and to the extent caused by Tenant.

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

Operating Cost. (a) Operating Cost shall mean all expenses and costs of every kind and nature incurred by Landlord in its reasonable business judgment which Landlord Lessee shall pay or become obligated to pay because of or in connection with the management, maintenance, preservation or operation no portion of the Building (determined in accordance with generally accepted accounting principles, consistently applied) including, but Shopping Center Remainder’s operating or any other costs. Any amount owed by Lessee to Lessor which is not limited to the following: (1) Expenses of the operation, maintenance and security of the Building, including compensation in the form of wages, salaries, and other compensation and benefits (including payroll taxes, federal, state and local unemployment taxes and social security taxes), insurance, welfare and retirement benefits, and related expenses and benefits of all on-site employees (not exceeding the level of property manager) and off-site employees (but only to the extent such employees are involved directly in the operation, maintenance, management and preservation of the Building, and with respect to off-site employees above the level of the property manager directly responsible for the Building, only so long as ▇▇▇▇▇ Interests Limited Partnership or an affiliate thereof is managing the Building; it being agreed that the manner in which Landlord allocates the expenses for such off-site employees and categories to which such expenses are allocated will not change paid when due shall bear interest from the manner utilized by Landlord as of the due date of this Lease and Landlord agrees to certify that such manner and categories have not changed (amount at the “Allocable Share Certification”) in connection with the delivery by Landlord to Tenant lower of the statement of the Operating Cost and Impositions pursuant to Section 2.06) but excluding employees and other personnel to the extent they are engaged in the initial development and construction of the Building; (2) The Building’s allocable share of the cost incurred by Landlord in Greater Boston for Landlord’s office and management office operation for the Building (provided, however, that if such office is located outside the Project, such allocable share shall not exceed the allocable share of the cost which would have been incurred had the office been located within the Project); (3) All tools, supplies materials and equipment used in the operation and maintenance of the Building (the “Building Equipment”), including rental fees for the same, if such items are not purchased and amortized, or, if Landlord in its reasonable business judgement determines that it is ultimately less costly to purchase than to rent, then the cost of such Building Equipment, as amortized by Landlord in accordance with requirements governing the amortization of such Building Equipment under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing); (4) Utilities, including water and power, sewer, gas, heating, lighting, air conditioning and ventilating the entire Building (provided, however, that should any tenant in the Building, including Tenant, have special needs or uses requiring the use of any such utility beyond the ordinary for a typical tenant in a first-class office building like the Building, as determined by Landlord in its reasonable judgment (which, in the case of electrical usage, is established pursuant to Section 3.01(a)(v) and (vi)), Landlord shall monitor such additional usage by the installation of meters or by other reasonable means, exclude the cost of such additional usage from the Operating Cost and ▇▇▇▇ the tenant directly therefor); (5) All maintenance, janitorial and service agreements or costs for the Building, including, without limitation, alarm service, landscaping, window cleaning, escalator and elevator maintenance, rubbish and snow removal, pest control, equipment maintenance or servicing or maintenance or cleaning for sidewalks, Building exterior, roof and service areas (provided, however, that the additional cost for any such services beyond the ordinary for providing such services to typical tenants in a first-class office building like the Building or which are made necessary by the special needs or uses of any party, including Tenant, as determined by Landlord in its reasonable judgment, shall not be included in the Operating Cost but shall be billed directly to such party); (6) A management cost recovery in connection with the operation of the Building; Tenant’s share to be three percent (3%) of all Gross Rent, excluding such cost recovery; (7) Legal and accounting services for the Building, including the costs of audits by certified public accountants; excluding, however, the cost of dispute resolution auditing of the Operating Cost or Impositions pursuant to leases with tenants in the Building, costs incurred as a result of the negligence or willful misconduct of Landlord or Landlord Responsible Parties, costs incurred in proceedings against any specific tenant, and costs incurred in connection with the financing, refinancing, leasing, development and/or construction of, the Building; (8) All insurance premiums and costs applicable to the Building and Landlord’s personal property used in connection therewith, including but not limited to, the premiums and cost of fire, casualty and liability coverage and rental abatement or business interruption insurance; (9) Repairs (including, where necessary, replacements which do not constitute capital improvements) together with reasonable financing charges until the full cost of such repairs is repaid to Landlord by tenants in the Building (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) and general maintenance (except for repairs the cost of which is paid for by, or would have been paid for by, the proceeds of insurance which Landlord is required to carry pursuant to Section 5.01 of this Lease or which are paid for directly by Tenant or other third parties, and except for alterations to the extent attributable to tenants of the Building); (10) Capital improvements made to the Building, including replacements as amortized by Landlord in accordance with requirements governing the amortization of such capital improvements under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) subsequent to the Completion Date which (i) are designed to and will improve the operating efficiency of the Buildingten percent (10%) per annum, or (ii) may the maximum legal interest rate permitted by law. However; interest shall not be required payable on late charges to be paid by Lessee under this Lease. The payment of interest on such amounts shall not excuse or cure any default by Lessee under this Lease. Except as set forth in Section 00 of this Lease, Lessee, at its sole cost and expense, will obtain all applicable governmental authorities pursuant approvals and will, at Lessee’s sole cost and expense, cause all existing improvements located on the Property to applicable lawsbe demolished and will cause to be constructed, ordinances or regulations subsequent at Lessee’s sole cost and expense, improvements, in a good and workmanlike and lien-free manner, on and adjacent to the approval Property consisting of grading, paving, lighting and landscaping necessary or beneficial to convert the Initial Tenant Improvement Property to its intended use as a parking lot and for ingress and egress to adjacent property owned or leased by Lessee and the Shopping Center Remainder, other parking areas, pedestrian walkways and landscaping, consistent with the Preliminary Plans and Specifications and Preliminary Cost Estimates (other than those which the “Preliminary Plans and Specifications”),which are required for attached hereto as Exhibit C and by this reference made a part hereof (the exclusive benefit “Improvements”). Subject to Lessor’s consent set forth in Section 3.10 of an individual tenant or tenants and not relating this Lease, the Improvements shall conform to the general use Preliminary Plans and Specifications unless modification is necessary to comply with local building codes or operation other requirements of the Building); providedlocal municipalities. Lessor shall cause to be remediated and shall pay all costs and expenses associated with, however, that the amount of such amortization and financing charges for items in (i) above shall not exceed in arising from or related to any year the amount of costs reasonably determined by Landlord to have been saved in such year by the expenditure either through direct reduction required or minimization of increases which would have otherwise occurred, and provided further that beneficial asbestos remediation with respect to (ii) above, Landlord shall take reasonable steps to comply with such governmental requirements in the most economical manner. (b) Notwithstanding any other provision herein to the contrary, in the event that the Building is not fully occupied during any year demolition of the Term, an adjustment shall be made in computing those items constituting components of Operating Cost which vary depending current improvements on the level of occupancy Property. At Lessor’s cost, Lessor shall promptly cause the Property and the Fountain Property to be legally subdivided and separated from the Shopping Center (resulting in a third parcel which will be the Shopping Center Remainder), and shall obtain a separate assessor’s parcel number and separate Real Property Tax billing for each of the Building for such year so that Operating Cost shall be extrapolated and computed as though the Building had been fully occupied during such year; provided, however, that in no event shall Landlord collect in total, from Tenant and all other tenants of the Building, an amount greater than one hundred percent (100%) of the actual Operating Cost during any year of the Term. (c) Notwithstanding the foregoing, Operating Cost shall not include any costs and expenses excluded expressly by the provisions of subsection (a) above or any costs and expenses relating to: (1) the management, maintenance, preservation or operation of (i) the Parking Section, (ii) the Commercial Section, to the extent constituting leasable space for tenants of the Commercial Section, and (iii) the Common Areas to the extent reasonably allocable to the Parking Section or the Commercial Section; (2) any special needs or uses of tenants with respect to storage areas resulting in extraordinary costs or expenses in connection with maintaining, repairing and operating such storage areas; three (3) leasing commissions or tenants inducements associated with leasing activities; (4) costs or improvements to any tenant’s leased premises or otherwise exclusively subdivided parcels. Lessee and Lessor have approved and agreed upon the Preliminary Plans and Specifications for the benefit of an individual tenant; (5) principal, interest, late charges or other payments on loans (except as provided in (a)(3), (a)(9) or (a)(10) above), ground rent, rent paid for the right to locate Project Common Areas or Loading Docks outside of the Building, or payments on equity obligations; (6) costs of repairing, replacing or otherwise correcting defects in the design or construction of the Project, or design or construction defects in any leasehold improvements in rentable areas of the Building; (7) leasing commissions, attorneys’ fees, costs and disbursements and other expenses, any of which are incurred in connection with negotiations or disputes with tenants or prospective tenants, except with respect to disputes with other tenants the resolution of which is reasonably likely to result in a material benefit Improvements to the tenants of the Project (other than costs incurred in connection with the lease termination and eviction of any tenant); (8) depreciation and amortization of the Project or equipment, except as provided in (a)(3) and (a)(10) above; (9) expenses in connection with services of a type which Tenant does not receive under this Lease but which are provided to another tenant; (10) fines, penalties or indemnification obligations incurred due to violations by Landlord or Landlord Responsible Parties of any governmental rule or authority, or any agreement made in connection therewith with a governmental entity, and any costs of remedying such violations or defending the prosecution thereof (except for the costs of remedying such violations to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10)); (11) all amounts paid to principals, subsidiaries, affiliates or other parties related to Landlord for services for the Project in excess of the amount payable for comparable services provided by a party who is not a principal, subsidiary, affiliate or otherwise related party; (12) costs and expenses to the extent related to the ownership (as distinguished from operation and maintenance, including the charges contemplated by (a)(2) above) of the Project; (13) ny particular items and services for which Tenant otherwise reimburses Landlord by direct payment over and above Base Rent and Tenant’s Proportionate Share of Operating Cost; (14) advertising, marketing, promotional and like expenditures; (15) costs of refinancing the Project; (16) interest or penalties resulting from delinquent payments by Landlord, provided such delinquent payments are not caused by Tenant; (17) repairs or other work occasioned by fire, windstorm or other casualty to the extent covered by insurance required to be carried by Landlord hereunder, or by the exercise of the right of eminent domain, or voluntary conveyance in lieu thereof, to the extent reimbursed by condemnation proceeds; (18) Landlord’s costs of electricity and other services to the extent they are separately chargeable to tenants as an additional charge or rental over and above the regular installments of rent payable under the lease with such tenant; (19) costs incurred by Landlord which are considered capital improvements and replacements under generally accepted accounting principles (“GAAP”) including contributions to replacement or contingency reserves created by Landlord, except as provided in (a)(3) or (a)(10) above; (20) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; and (21) costs for the purchase of sculpture, paintings, or other objects of art, and any royalties payable in connection therewith; and (22) the cost of any curative action required, or any repair, replacement or alteration made, by Landlord (or by a third party, the cost of which is imposed upon Landlord) to remedy a condition or damage caused by or resulting from the negligence or willful misconduct of Landlord or Landlord Responsible Parties, and, except to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10), the costs of complying with governmental or insurance requirements to the extent caused by a condition existing as of the date the Initial Tenant Improvement Plans are approved unless and to the extent caused by TenantProperty.

Operating Cost. (a) For the purpose of this Section 4.5, the term “Operating Cost shall mean all expenses Cost” means the total cost and costs of every kind and nature expense incurred by Landlord in its reasonable business judgment which Landlord shall pay or become obligated to pay because of or in connection with the operation, repair, management, maintenancemaintenance and replacement of all Common Areas and all improvements within the Shopping Center (including the common areas and improvements contained in and about Pad H and Pad J shown on the Site Plan attached hereto that are not owned by Landlord but are maintained by Landlord pursuant to that certain Declaration of Covenants, preservation Conditions and Establishment of Restrictions and Grant of Easements for McQueen Crossings Shopping Center, as amended from time to time) including, without limitation, general maintenance and repair of all improvements; expenses incurred by Landlord under Section 12.3 and Section 12.4 hereof; gardening and landscaping; snow, water and ice removal and control; security services; liability, property damage and all other insurance carried by Landlord under Section 4.6 with types of coverage and in amounts determined by Landlord; repairs; asphalt repairs, resurfacing and striping; painting of improvements; servicing of common grease interceptors; holiday decorations; snow and ice removal; utilities serving the improvements and Common Areas; sanitary control; pest control; signage operation, repair arid replacement costs; removal of mash, rubbish, garbage and other refuse; reasonable reserves for replacements and repairs; a property management fee consistent with prevailing rates charged in the industry (not to exceed five percent (5%) of gross Shopping Center rents); bookkeeping; advertising and promotional fees; Real Property Taxes; all personal property taxes assessed for any reason on the personal property used in connection with the Shopping Center; costs of equipment and machinery used to maintain or operate the Common Areas and any depreciation of the cost thereof (including financing); and the cost of personnel to implement such services, to direct parking, and to police the Common Areas. In addition, Operating Cost shall include an administrative charge equal to ten percent (10%) of the actual Operating Cost, and this charge shall be included in anti billed as a part of the Operating Cost. Notwithstanding the foregoing, in no event shall the following items be included as an Operating Cost: items for which the responsibility of repairing or maintaining or replacement is the direct responsibility of a particular tenant under their respective lease with Landlord, amounts reimbursed by insurance proceeds, or warranties; utilities or other expenses paid directly by tenants to suppliers; ground rents; payments on any mortgage, or deed-of-trust; leasing commissions; the cost of negotiating or enforcing leases of other tenants; fines, penalties, and late fees or similar costs incurred by Landlord; depreciation; costs of or arising from Landlord’s charitable or political contributions; costs, including but not limited to attorneys’ fees associated with the operation of the Building (determined business of the partnership or entity that constitutes Landlord as the same are distinguished from the costs of operation of the Shopping Center, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgage, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in accordance the Shopping Center or any part thereof, costs of any disputes between Landlord and its employees, disputes of Landlord with generally accepted accounting principlesShopping Center management or personnel, consistently applied) or outside fees paid in connection with disputes with other tenants; costs incurred in removing and storing the property of former tenants or occupants of the Shopping Center; lease “takeover” expenses, including, but not limited to to, the following: (1) Expenses of the operation, maintenance and security of the Building, including compensation in the form of wages, salaries, and other compensation and benefits (including payroll taxes, federal, state and local unemployment taxes and social security taxes), insurance, welfare and retirement benefits, and related expenses and benefits of all on-site employees (not exceeding the level of property manager) and off-site employees (but only to the extent such employees are involved directly in the operation, maintenance, management and preservation of the Building, and incurred by Landlord with respect to off-site employees above the level space located in another building of the property manager directly responsible for the Building, only so long as ▇▇▇▇▇ Interests Limited Partnership Shopping Center of any kind or an affiliate thereof is managing the Building; it being agreed that the manner in which Landlord allocates the expenses for such off-site employees and categories to which such expenses are allocated will not change from the manner utilized by Landlord as of the date of this Lease and Landlord agrees to certify that such manner and categories have not changed (the “Allocable Share Certification”) nature in connection with the delivery by Landlord to Tenant leasing of the statement of the Operating Cost and Impositions pursuant to Section 2.06) but excluding employees and other personnel to the extent they are engaged space in the initial development and construction of the Building; (2) The Building’s allocable share of the cost incurred by Landlord in Greater Boston for Landlord’s office and management office operation for the Building (provided, however, that if such office is located outside the Project, such allocable share shall not exceed the allocable share of the cost which would have been incurred had the office been located within the Project); (3) All tools, supplies materials and equipment used in the operation and maintenance of the Building (the “Building Equipment”), including rental fees for the same, if such items are not purchased and amortized, or, if Landlord in its reasonable business judgement determines that it is ultimately less costly to purchase than to rent, then the cost of such Building Equipment, as amortized by Landlord in accordance with requirements governing the amortization of such Building Equipment under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing); (4) Utilities, including water and power, sewer, gas, heating, lighting, air conditioning and ventilating the entire Building (provided, however, that should any tenant in the Building, including Tenant, have special needs or uses requiring the use of any such utility beyond the ordinary for a typical tenant in a first-class office building like the Building, as determined by Landlord in its reasonable judgment (which, in the case of electrical usage, is established pursuant to Section 3.01(a)(v) and (vi)), Landlord shall monitor such additional usage by the installation of meters or by other reasonable means, exclude the cost of such additional usage from the Operating Cost and ▇▇▇▇ the tenant directly therefor); (5) All maintenance, janitorial and service agreements or costs for the Building, including, without limitation, alarm service, landscaping, window cleaning, escalator and elevator maintenance, rubbish and snow removal, pest control, equipment maintenance or servicing or maintenance or cleaning for sidewalks, Building exterior, roof and service areas (provided, however, that the additional cost for any such services beyond the ordinary for providing such services to typical tenants in a first-class office building like the Building or which are made necessary by the special needs or uses of any party, including Tenant, as determined by Landlord in its reasonable judgment, shall not be included in the Operating Cost but shall be billed directly to such party); (6) A management cost recovery in connection with the operation of the BuildingShopping Center; Tenant’s share to be three percent (3%) of all Gross Rent, excluding such cost recovery; (7) Legal and accounting services for the Building, including the costs of audits by certified public accountants; excluding, however, the cost of dispute resolution auditing of the Operating Cost or Impositions pursuant to leases with tenants in the Building, costs incurred as a result of the negligence or willful misconduct of Landlord or Landlord Responsible Parties, costs incurred in proceedings against any specific tenant, and costs incurred in connection with the financing, refinancing, leasing, development and/or construction of, the Building; (8) All insurance premiums and costs applicable to the Building and Landlord’s personal property used in connection therewith, including but not limited to, the premiums and cost of fire, casualty and liability coverage and rental abatement or business interruption insurance; (9) Repairs (including, where necessary, replacements which do not constitute capital improvements) together with reasonable financing charges until the full cost of such repairs is repaid to Landlord by tenants in the Building (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) and general maintenance (except for repairs the cost of which is paid for by, or would have been paid for by, the proceeds of insurance which Landlord is required to carry pursuant to Section 5.01 of this Lease or which are paid for directly by Tenant or other third parties, and except for alterations to the extent attributable to tenants of the Building); (10) Capital improvements made to the Building, including replacements as amortized by Landlord in accordance with requirements governing the amortization of such capital improvements under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) subsequent to the Completion Date which (i) are designed to and will improve the operating efficiency of the Building, or (ii) may be required by governmental authorities pursuant to applicable laws, ordinances or regulations subsequent to the approval of the Initial Tenant Improvement Plans (other than those which are required for the exclusive benefit of an individual tenant or tenants and not relating to the general use or operation of the Building); provided, however, that the amount of such amortization and financing charges for items in (i) above shall not exceed in any year the amount of costs reasonably determined by Landlord to have been saved in such year by the expenditure either through direct reduction or minimization of increases which would have otherwise occurred, and provided further that with respect to (ii) above, Landlord shall take reasonable steps to comply with such governmental requirements in the most economical manner. (b) Notwithstanding any other provision herein to the contrary, in the event that the Building is not fully occupied during any year of the Term, an adjustment shall be made in computing those items constituting components of Operating Cost which vary depending on the level of occupancy of the Building for such year so that Operating Cost shall be extrapolated and computed as though the Building had been fully occupied during such year; provided, however, that in no event shall Landlord collect in total, from Tenant and all other tenants of the Building, an amount greater than one hundred percent (100%) of the actual Operating Cost during any year of the Term. (c) Notwithstanding the foregoing, Operating Cost shall not include any costs and expenses excluded expressly by the provisions of subsection (a) above or any costs and expenses relating to: (1) the management, maintenance, preservation or operation of (i) the Parking Section, (ii) the Commercial Section, to the extent constituting leasable space for tenants of the Commercial Section, and (iii) the Common Areas to the extent reasonably allocable to the Parking Section or the Commercial Section; (2) any special needs or uses of tenants with respect to storage areas resulting in extraordinary costs or expenses in connection with maintaining, repairing and operating such storage areas; (3) leasing commissions or tenants inducements associated with leasing activities; (4) costs or improvements to any tenant’s leased premises or otherwise exclusively for the benefit of an individual tenant; (5) principal, interest, late charges or other payments on loans (except as provided in (a)(3), (a)(9) or (a)(10) above), ground rent, rent paid for the right to locate Project Common Areas or Loading Docks outside of the Building, or payments on equity obligations; (6) costs of repairing, replacing or otherwise correcting defects in the design or original construction of the ProjectShopping Center, or design or construction defects in or; any leasehold improvements in rentable areas of the Building; (7) leasing commissionscosts, attorneys’ fees, costs and disbursements and other expensesdues, any of which are incurred in connection with negotiations contributions or disputes with tenants similar expenses for industry associations or prospective tenants, except with respect to disputes with other tenants the resolution of which is reasonably likely to result in a material benefit to the tenants of the Project (other than costs incurred in connection with the lease termination and eviction of any tenant); (8) depreciation and amortization of the Project or equipment, except as provided in (a)(3) and (a)(10) above; (9) expenses in connection with services of a type which Tenant does not receive under this Lease but which are provided to another tenant; (10) fines, penalties or indemnification obligations incurred due to violations by Landlord or Landlord Responsible Parties of any governmental rule or authority, or any agreement made in connection therewith with a governmental entity, and any costs of remedying such violations or defending the prosecution thereof (except for the costs of remedying such violations to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10)); (11) all amounts paid to principals, subsidiaries, affiliates or other parties related to Landlord for services for the Project in excess of the amount payable for comparable services provided by a party who is not a principal, subsidiary, affiliate or otherwise related party; (12) costs and expenses to the extent related to the ownership (as distinguished from operation and maintenance, including the charges contemplated by (a)(2) above) of the Project; (13) ny particular items and services for which Tenant otherwise reimburses Landlord by direct payment over and above Base Rent and Tenant’s Proportionate Share of Operating Cost; (14) advertising, marketing, promotional and like expenditures; (15) costs of refinancing the Project; (16) interest or penalties resulting from delinquent payments by Landlord, provided such delinquent payments are not caused by Tenant; (17) repairs or other work occasioned by fire, windstorm or other casualty to the extent covered by insurance required to be carried by Landlord hereunder, or by the exercise of the right of eminent domain, or voluntary conveyance in lieu thereof, to the extent reimbursed by condemnation proceeds; (18) Landlord’s costs of electricity and other services to the extent they are separately chargeable to tenants as an additional charge or rental over and above the regular installments of rent payable under the lease with such tenant; (19) costs incurred by Landlord which are considered capital improvements and replacements under generally accepted accounting principles (“GAAP”) including contributions to replacement or contingency reserves created by Landlord, except as provided in (a)(3) or (a)(10) above; (20) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; and (21) costs for the purchase of sculpture, paintings, or other objects of art, and any royalties payable in connection therewith; and (22) the cost of any curative action required, or any repair, replacement or alteration made, by Landlord (or by a third party, the cost of which is imposed upon Landlord) to remedy a condition or damage caused by or resulting from the negligence or willful misconduct of Landlord or Landlord Responsible Parties, and, except to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10), the costs of complying with governmental or insurance requirements to the extent caused by a condition existing as of the date the Initial Tenant Improvement Plans are approved unless and to the extent caused by Tenantsimilar organizations.

Operating Cost. Escalation – Commencing on January 1, 2014, if the Operating Costs incurred for the Real Property for any Lease Year or Partial Lease Year during the Term will be greater than the Base Operating Costs (a) reduced proportionately to correspond to the duration of periods less than a Lease Year), then Tenant will pay to Landlord, as Additional Rent, Tenant's Percentage of all such excess Operating Cost shall mean Costs. Operating Costs will include, by way of illustration and not of limitation: personal property taxes; management fees as are reasonable and customary in the ▇▇▇▇▇▇ County area; labor for Building personnel up to the level of Senior Property Manager, including all expenses wages and salaries; social security and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (which are not required to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as the “Operating Costs” in this Lease); but not including any expense that would otherwise be included as part of the management fee billed hereunder; depreciation of Building or equipment; interest, ground rent, financing costs or debt service costs; income or excess profits taxes; costs of every kind maintaining the Landlord’s corporate existence; franchise taxes; costs and nature expenses which are attributable to repairs or replacements to the extent covered by insurance or warranties, or are otherwise paid for by a third party; any expenditures required to be capitalized for federal income tax purposes, unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, and in either event the costs thereof shall be included to the extent set forth herein below; operating reserves; any repairs or replacements necessitated by Landlord’s negligence or willful acts; Real Estate Taxes; brokerage expenses, marketing expenses, work done to prepare space for tenant occupancy, rent concessions, construction allowances; services provided for a particular tenant or occupant of the Building but not otherwise available to all tenants of the Building; costs of complying with Legal Requirements, except as expressly permitted herein; interest, late charges or penalties incurred by Landlord in its reasonable business judgment which Landlord shall pay or become obligated as a result of Landlord’s failure to pay because bills in a timely manner; the cost of investigating, monitoring or remedying any environmental condition or hazardous substances (excluding routine monitoring); any expenses which are included within any other charge payable under this Lease; expenses related to the operation, repair and maintenance of any cafeteria or other, similar type of Building amenity (excluding the fitness center); costs incurred in connection with lawsuits or other legal actions (including, without limitation, arbitrations and mediations) instituted or defended by Landlord; and costs and expenses payable to Landlord or any affiliate of Landlord, to the management, maintenance, preservation extent that such costs and expenses exceed competitive costs and expenses for materials and services by unrelated persons or operation entities of similar skill and experience. If any of the Building (determined goods or services to be provided by Landlord are provided to buildings and properties other than the Real Property, then Landlord shall make an equitable allocation of such goods and services among all of the buildings and properties benefiting from such goods and services, and only the portion allocable to the Real Property shall be included in accordance with Operating Costs. If any item within the definition of Operating Costs is capitalized under generally accepted accounting principles, consistently appliedthen: (A) including, but not limited to the following: (1) Expenses of the operation, maintenance and security of the Building, including compensation in the form of wages, salaries, and other compensation and benefits (including payroll taxes, federal, state and local unemployment taxes and social security taxes), insurance, welfare and retirement benefits, and related expenses and benefits of all on-site employees (not exceeding the level of property manager) and off-site employees (but only to the extent such employees are involved directly in the operation, maintenance, management and preservation of the Building, and with respect to off-site employees above the level of the property manager directly responsible for the Building, only so long as ▇▇▇▇▇ Interests Limited Partnership or an affiliate thereof is managing the Building; it being agreed that the manner in which Landlord allocates the expenses for such off-site employees and categories to which such expenses are allocated will not change from the manner utilized by Landlord as of the date of this Lease and Landlord agrees to certify that such manner and categories have not changed (the “Allocable Share Certification”) in connection with the delivery by Landlord to Tenant of the statement of the Operating Cost and Impositions pursuant to Section 2.06) but excluding employees and other personnel to the extent they are engaged in the initial development and construction of the Building; (2) The Building’s allocable share of the cost incurred by Landlord in Greater Boston for Landlord’s office and management office operation for the Building (provided, however, that if such office is located outside the Project, such allocable share shall not exceed the allocable share of the cost which would have been incurred had the office been located within the Project); (3) All tools, supplies materials and equipment used in the operation and maintenance of the Building (the “Building Equipment”), including rental fees for the same, if such items are not purchased and amortized, or, if Landlord in its reasonable business judgement determines that it is ultimately less costly to purchase than to rent, then the cost of such Building Equipment, as amortized by Landlord in accordance with requirements governing the amortization of such Building Equipment under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing); (4) Utilities, including water and power, sewer, gas, heating, lighting, air conditioning and ventilating the entire Building (provided, however, that should any tenant in the Building, including Tenant, have special needs or uses requiring the use of any such utility beyond the ordinary for a typical tenant in a first-class office building like the Building, as determined by Landlord in its reasonable judgment (which, in the case of electrical usage, is established pursuant to Section 3.01(a)(v) and (vi)), Landlord item shall monitor such additional usage by the installation of meters or by other reasonable means, exclude the cost of such additional usage from the Operating Cost and ▇▇▇▇ the tenant directly therefor); (5) All maintenance, janitorial and service agreements or costs for the Building, including, without limitation, alarm service, landscaping, window cleaning, escalator and elevator maintenance, rubbish and snow removal, pest control, equipment maintenance or servicing or maintenance or cleaning for sidewalks, Building exterior, roof and service areas (provided, however, that the additional cost for any such services beyond the ordinary for providing such services to typical tenants in a first-class office building like the Building or which are made necessary by the special needs or uses of any party, including Tenant, as determined by Landlord in its reasonable judgment, shall not only be included in Operating Costs if such repair, replacement or improvement (i) is necessary to comply with any governmental or quasi-governmental law, statute, or­dinance, rule, order, requirements or regulation, which is enacted or promulgated after the date hereof, (ii) is reasonably intended to reduce Operating Cost but Costs, or (iii) constitutes a replacement which in Landlord's reasonable judgment is economically prudent to make in lieu of repairs; (B) the cost thereof shall be billed directly to such party); (6) A management cost recovery in connection with amortized on a straight-line basis over the operation lesser of the Building; Tenant’s share to be three percent (3%) of all Gross Rent, excluding such cost recovery; (7) Legal and accounting services for the Building, including the costs of audits by certified public accountants; excluding, however, the cost of dispute resolution auditing of the Operating Cost or Impositions pursuant to leases with tenants in the Building, costs incurred as a result of the negligence or willful misconduct of Landlord or Landlord Responsible Parties, costs incurred in proceedings against any specific tenant, and costs incurred in connection with the financing, refinancing, leasing, development and/or construction of, the Building; (8) All insurance premiums and costs applicable to the Building and Landlord’s personal property used in connection therewith, including but not limited to, the premiums and cost of fire, casualty and liability coverage and rental abatement or business interruption insurance; (9) Repairs (including, where necessary, replacements which do not constitute capital improvements) together with reasonable financing charges until the full cost of such repairs is repaid to Landlord by tenants in the Building (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) and general maintenance (except for repairs the cost of which is paid for by, or would have been paid for by, the proceeds of insurance which Landlord is required to carry pursuant to Section 5.01 of this Lease or which are paid for directly by Tenant or other third parties, and except for alterations to the extent attributable to tenants of the Building); ten (10) Capital improvements made to years, or the Building, including replacements as amortized by Landlord useful life of such item; and (C) there shall be included in accordance with requirements governing Operating Costs in each Lease Year such portion of the amortization of such capital improvements under period which occurs during the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) subsequent to the Completion Date which (i) are designed to and will improve the operating efficiency of the Building, or (ii) may be required by governmental authorities pursuant to applicable laws, ordinances or regulations subsequent to the approval of the Initial Tenant Improvement Plans (other than those which are required for the exclusive benefit of an individual tenant or tenants and not relating to the general use or operation of the Building)Term; provided, however, that the amount of such amortization and financing charges for items all amounts thereof included in (i) above shall not exceed Operating Costs in any year the amount of costs reasonably determined by Landlord to have been saved in such year by the expenditure either through direct reduction or minimization of increases which would have otherwise occurred, and provided further that with respect to (ii) above, Landlord shall take reasonable steps to comply with such governmental requirements in the most economical manner. (b) Notwithstanding any other provision herein Lease Year subsequent to the contrary, in year paid shall have added thereto interest (at the event that the Building is not fully occupied during any year of the Term, an adjustment shall be made in computing those items constituting components of Operating Cost which vary depending on the level of occupancy of the Building for such year so that Operating Cost shall be extrapolated and computed as though the Building had been fully occupied during such year; provided, however, that in no event shall Landlord collect in total, from Tenant and all other tenants of the Building, an amount greater than one hundred percent (100%) of the actual Operating Cost during any year of the Term. (c) Notwithstanding the foregoing, Operating Cost shall not include any costs and expenses excluded expressly by the provisions of subsection (a) above or any costs and expenses relating to: (1) the management, maintenance, preservation or operation of (i) the Parking Section, (ii) the Commercial Section, rate equal to the extent constituting leasable space for tenants of the Commercial Section, and (iii) the Common Areas to the extent reasonably allocable to the Parking Section or the Commercial Section; two (2) any special needs or uses of tenants with respect to storage areas resulting in extraordinary costs or expenses in connection with maintaining, repairing and operating such storage areas; (3) leasing commissions or tenants inducements associated with leasing activities; (4) costs or improvements to any tenant’s leased premises or otherwise exclusively for the benefit of an individual tenant; (5) principal, interest, late charges or other payments on loans (except as provided in (a)(3), (a)(9) or (a)(10) above), ground rent, rent paid for the right to locate Project Common Areas or Loading Docks outside of the Building, or payments on equity obligations; (6) costs of repairing, replacing or otherwise correcting defects in the design or construction of the Project, or design or construction defects in any leasehold improvements in rentable areas of the Building; (7) leasing commissions, attorneys’ fees, costs and disbursements and other expenses, any of which are incurred in connection with negotiations or disputes with tenants or prospective tenants, except with respect to disputes with other tenants the resolution of which is reasonably likely to result in a material benefit to the tenants of the Project (other than costs incurred in connection with the lease termination and eviction of any tenant); (8) depreciation and amortization of the Project or equipment, except as provided in (a)(3) and (a)(10) above; (9) expenses in connection with services of a type which Tenant does not receive under this Lease but which are provided to another tenant; (10) fines, penalties or indemnification obligations incurred due to violations by Landlord or Landlord Responsible Parties of any governmental rule or authority, or any agreement made in connection therewith with a governmental entity, and any costs of remedying such violations or defending the prosecution thereof (except for the costs of remedying such violations to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10)); (11) all amounts paid to principals, subsidiaries, affiliates or other parties related to Landlord for services for the Project percentage points in excess of the amount payable for comparable services provided prime rate as established by a party who is not a principal, subsidiary, affiliate or otherwise related party; (12) costs and expenses to the extent related to the ownership (as distinguished from operation and maintenance, including the charges contemplated by (a)(2) above) of the Project; (13) ny particular items and services for which Tenant otherwise reimburses Landlord by direct payment over and above Base Rent and Tenant’s Proportionate Share of Operating Cost; (14) advertising, marketing, promotional and like expenditures; (15) costs of refinancing the Project; (16) interest or penalties resulting from delinquent payments by Landlord, provided such delinquent payments are not caused by Tenant; (17) repairs or other work occasioned by fire, windstorm or other casualty to the extent covered by insurance required to be carried by Landlord hereunderChase Manhattan Bank, or by the exercise of the right of eminent domain, or voluntary conveyance in lieu thereof, to the extent reimbursed by condemnation proceeds; (18its successor) Landlord’s costs of electricity and other services to the extent they are separately chargeable to tenants as an additional charge or rental over and above the regular installments of rent payable under the lease with such tenant; (19) costs incurred by Landlord which are considered capital improvements and replacements under generally accepted accounting principles (“GAAP”) including contributions to replacement or contingency reserves created by Landlord, except as provided in (a)(3) or (a)(10) above; (20) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; and (21) costs for the purchase of sculpture, paintings, or other objects of art, and any royalties payable in connection therewith; and (22) the cost of any curative action required, or any repair, replacement or alteration made, by Landlord (or by a third party, the cost of which is imposed upon Landlord) to remedy a condition or damage caused by or resulting from the negligence or willful misconduct of date Landlord or Landlord Responsible Parties, and, except to the extent incurred such costs are permitted Operating Costs pursuant to Section 2.04(a)(10), the costs of complying with governmental or insurance requirements to the extent caused by a condition existing as of the date the Initial Tenant Improvement Plans are approved unless and to the extent caused by Tenantcost.

Operating Cost. That portion of the Building that is designated as office space for purposes of this Lease is located on the second, third, fourth and fifth floors of the Building and includes approximately 98,216 square feet of Rentable Area (a) "Office Area"). Areas of the 1st floor shall not be deemed Office Area regardless of their use. In addition to the Basic Rent on the 5th Floor Space, Tenant shall pay each calendar year as part of the Rental Tenant's Proportionate Share of the amount by which the Office Area Operating Cost, grossed up as if the Office Area of the Building were 100% occupied, for the Building in any calendar year exceeds the "Basic Operating Cost" of Five Hundred Eighty-Seven Thousand Three Hundred Thirty-One and 68/100 Dollars ($587,331.68); any such excess may be referred to herein as "Excess Operating Cost." Landlord represents and warrants to Tenant that the Basic Operating Cost was grossed up as if the Office Area of the Building was 100% occupied. Except to the extent herein otherwise provided, the term "Operating Cost" as used herein shall mean all expenses and costs (but not Excluded Operating Expenses or specific costs which are separately billed to and paid or reimbursed by specific tenants) of every kind and nature incurred by Landlord in its reasonable business judgment which Landlord shall actually pay or become obligated to pay incur because of or in connection with the management, maintenance, preservation or ownership and operation of the Office Area of the Building (during a calendar year, as determined by Landlord in accordance with generally accepted accounting principles, consistently applied) , and with sound management practices generally accepted with respect to the operation and maintenance of first class office buildings in ▇▇▇▇▇▇ County, Indiana ("Comparable Office Buildings"), including, but not limited to to, the following: (1a) Expenses Wages, salaries, fringe benefit costs, payroll taxes, unemployment compensation payments, workmen's compensation insurance premiums and other related expenses of all employees directly engaged in the operation, cleaning, maintenance and security of the Building, including compensation in ; costs of Building employee uniforms and cleaning thereof; the form cost of wages, salaries, fair rental value of a Building management office; and other compensation the management fees payable by Landlord (excluding brokerage commissions for leasing) if management of the Building is contracted to a third party; (b) All supplies and benefits (including payroll taxes, federal, state and local unemployment taxes and social security taxes), insurance, welfare and retirement benefits, and related expenses and benefits of all on-site employees (not exceeding the level of property manager) and off-site employees (but only to the extent such employees are involved directly materials used in the operation, maintenancecleaning, management maintenance and preservation security of the Building, and with respect to off-site employees above the level Office Area of the property manager directly responsible for the Building, only so long as ▇▇▇▇▇ Interests Limited Partnership or an affiliate thereof is managing the Building; it being agreed that the manner in which Landlord allocates the expenses for such off-site employees Building and categories to which such expenses are allocated will not change from the manner utilized by Landlord as all of the date of this Lease its machinery and Landlord agrees to certify that such manner and categories have not changed (the “Allocable Share Certification”) in connection with the delivery by Landlord to Tenant of the statement of the Operating Cost and Impositions pursuant to Section 2.06) but excluding employees and other personnel to the extent they are engaged in the initial development and construction of the Buildingequipment; (2c) The Building’s allocable share Cost of the cost incurred by Landlord in Greater Boston for Landlord’s office and management office operation for the Building (provided, however, that if such office is located outside the Project, such allocable share shall not exceed the allocable share of the cost which would have been incurred had the office been located within the Project); (3) All tools, supplies materials and equipment used in the operation and maintenance of the Building (the “Building Equipment”), including rental fees for the same, if such items are not purchased and amortized, or, if Landlord in its reasonable business judgement determines that it is ultimately less costly to purchase than to rent, then the cost of such Building Equipment, as amortized by Landlord in accordance with requirements governing the amortization of such Building Equipment under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing); (4) Utilitiesutilities, including water and power, sewer, gas, power for heating, lighting, air conditioning and ventilating the entire Office Area of the Building (provided, however, that should any tenant in the Building, including Tenant, have special needs or uses requiring the use of any such utility beyond the ordinary for a typical tenant in a first-class office building like the Building, as determined by Landlord in its reasonable judgment (which, in the case of electrical usage, is established pursuant to Section 3.01(a)(v) all common and (vi)service areas), Landlord shall monitor such additional usage by the installation of meters or by other reasonable meansfuel adjustment charges, exclude the cost of such additional usage from the Operating Cost sewer use charges and ▇▇▇▇ the tenant directly therefor)any utility taxes; (5d) All Cost of all management, maintenance, janitorial security and service agreements or costs for the BuildingOffice Area of the Building and the equipment therein, including, without limitation, alarm service, landscapingtrash removal, window cleaning, escalator cleaning and elevator maintenance, rubbish and snow removal, pest control, equipment maintenance or servicing or maintenance or cleaning for sidewalks, Building exterior, roof and service areas (provided, however, that the additional cost for any such services beyond the ordinary for providing such services to typical tenants in a first-class office building like the Building or which are made necessary by the special needs or uses of any party, including Tenant, as determined by Landlord in its reasonable judgment, shall not be included in the Operating Cost but shall be billed directly to such party); (6e) A management cost recovery in connection with the operation of the Building; Tenant’s share to be three percent (3%) of all Gross Rent, excluding such cost recovery; (7) Legal and accounting services for the BuildingAccounting costs, including the costs of audits by certified public accountants; excluding, however, pertaining solely to the cost of dispute resolution auditing management and operation of the Operating Cost or Impositions pursuant to leases with tenants in the Building, costs incurred as a result Office Area of the negligence or willful misconduct of Landlord or Landlord Responsible Parties, costs incurred in proceedings against any specific tenant, and costs incurred in connection with the financing, refinancing, leasing, development and/or construction of, the Building; (8) All f) Cost of all insurance, including, without limitation, fire, casualty, liability and rental value insurance premiums and costs applicable to the Office Area of the Building and Landlord’s 's personal property used in connection therewith, including but not limited to, with the premiums operation and cost maintenance of fire, casualty and liability coverage and rental abatement or business interruption insurancethe Office Area of the Building; (9g) Repairs (including, where necessaryCost of repairs, replacements which do not constitute capital improvements) together with reasonable financing charges until the full cost of such repairs is repaid to Landlord by tenants in the Building (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) and general maintenance of the Office Area of the Building and each part thereof (except for repairs the cost of which is excluding repairs, replacements and general maintenance paid for by, or would have been paid for by, the by proceeds of insurance which Landlord is required to carry pursuant to Section 5.01 of this Lease or which are paid for directly by Tenant or other third parties, and except for alterations attributable solely to other tenants of the extent attributable to tenants Office Area of the Building); (10h) Capital Snow removal, landscaping and any and all other common area maintenance costs related to the Common Areas in the Office Area of the Building, including sidewalks and landscaping on the Building Site ; and (i) Amortization over the anticipated useful life pursuant to generally accepted accounting principles of capital improvements made to the Building, including replacements as amortized by Landlord in accordance with requirements governing Office Area of the amortization of such capital improvements under the Internal Revenue Code, together with reasonable financing charges (the reasonableness of such financing charges to be determined with reference to the rates then being offered by institutional lenders for such financing) Building subsequent to the Completion Date commencement date of this Lease which (i) are designed to and may be required by governmental authorities or which will improve the operating efficiency of the Building, or (ii) may be required by governmental authorities pursuant to applicable laws, ordinances or regulations subsequent to the approval Office Area of the Initial Tenant Improvement Plans (other than those which are required for the exclusive benefit Building resulting in a reduction of an individual tenant or tenants and not relating to the general use or operation of the Building); provided, however, that the amount of such amortization and financing charges for items in (i) above shall not exceed in any year the amount of costs reasonably determined by Landlord to have been saved in such year by the expenditure either through direct reduction or minimization of increases which would have otherwise occurred, and provided further that with respect to (ii) above, Landlord shall take reasonable steps to comply with such governmental requirements in the most economical mannerOperating Cost. (bj) Notwithstanding any other provision Cost of all insurance required to be maintained by Landlord herein including but not limited to the contrary, in the event that the Building is not fully occupied during any year of the Term, an adjustment shall be made in computing those items constituting components of Operating Cost which vary depending on the level of occupancy of the Building for such year so that Operating Cost shall be extrapolated and computed as though the Building had been fully occupied during such year; provided, however, that in no event shall Landlord collect in total, from Tenant and all other tenants of the Building, an amount greater than one hundred percent (100%) of the actual Operating Cost during any year of the Term. (c) Notwithstanding the foregoing, Operating Cost shall not include any costs and expenses excluded expressly by the provisions of subsection (a) above or any costs and expenses relating to: (1) the management, maintenance, preservation or operation of (i) the Parking Section, (ii) the Commercial Sectionterrorism coverage, to the extent constituting leasable space for tenants of the Commercial Section, and not covered by (iii) the Common Areas to the extent reasonably allocable to the Parking Section or the Commercial Section; (2) any special needs or uses of tenants with respect to storage areas resulting in extraordinary costs or expenses in connection with maintaining, repairing and operating such storage areas; (3) leasing commissions or tenants inducements associated with leasing activities; (4) costs or improvements to any tenant’s leased premises or otherwise exclusively for the benefit of an individual tenant; (5) principal, interest, late charges or other payments on loans (except as provided in (a)(3), (a)(9) or (a)(10f) above), ground rent, rent paid for the right to locate Project Common Areas or Loading Docks outside of the Building, or payments on equity obligations; (6) costs of repairing, replacing or otherwise correcting defects in the design or construction of the Project, or design or construction defects in any leasehold improvements in rentable areas of the Building; (7) leasing commissions, attorneys’ fees, costs and disbursements and other expenses, any of which are incurred in connection with negotiations or disputes with tenants or prospective tenants, except with respect to disputes with other tenants the resolution of which is reasonably likely to result in a material benefit to the tenants of the Project (other than costs incurred in connection with the lease termination and eviction of any tenant); (8) depreciation and amortization of the Project or equipment, except as provided in (a)(3) and (a)(10) above; (9) expenses in connection with services of a type which Tenant does not receive under this Lease but which are provided to another tenant; (10) fines, penalties or indemnification obligations incurred due to violations by Landlord or Landlord Responsible Parties of any governmental rule or authority, or any agreement made in connection therewith with a governmental entity, and any costs of remedying such violations or defending the prosecution thereof (except for the costs of remedying such violations to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10)); (11) all amounts paid to principals, subsidiaries, affiliates or other parties related to Landlord for services for the Project in excess of the amount payable for comparable services provided by a party who is not a principal, subsidiary, affiliate or otherwise related party; (12) costs and expenses to the extent related to the ownership (as distinguished from operation and maintenance, including the charges contemplated by (a)(2) above) of the Project; (13) ny particular items and services for which Tenant otherwise reimburses Landlord by direct payment over and above Base Rent and Tenant’s Proportionate Share of Operating Cost; (14) advertising, marketing, promotional and like expenditures; (15) costs of refinancing the Project; (16) interest or penalties resulting from delinquent payments by Landlord, provided such delinquent payments are not caused by Tenant; (17) repairs or other work occasioned by fire, windstorm or other casualty to the extent covered by insurance required to be carried by Landlord hereunder, or by the exercise of the right of eminent domain, or voluntary conveyance in lieu thereof, to the extent reimbursed by condemnation proceeds; (18) Landlord’s costs of electricity and other services to the extent they are separately chargeable to tenants as an additional charge or rental over and above the regular installments of rent payable under the lease with such tenant; (19) costs incurred by Landlord which are considered capital improvements and replacements under generally accepted accounting principles (“GAAP”) including contributions to replacement or contingency reserves created by Landlord, except as provided in (a)(3) or (a)(10) above; (20) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; and (21) costs for the purchase of sculpture, paintings, or other objects of art, and any royalties payable in connection therewith; and (22) the cost of any curative action required, or any repair, replacement or alteration made, by Landlord (or by a third party, the cost of which is imposed upon Landlord) to remedy a condition or damage caused by or resulting from the negligence or willful misconduct of Landlord or Landlord Responsible Parties, and, except to the extent such costs are permitted Operating Costs pursuant to Section 2.04(a)(10), the costs of complying with governmental or insurance requirements to the extent caused by a condition existing as of the date the Initial Tenant Improvement Plans are approved unless and to the extent caused by Tenant.

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