Common use of Operating Costs Clause in Contracts

Operating Costs. To the extent Seller, as landlord under the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”) in connection with the ownership, operation, maintenance and management of the Property, Seller and Buyer shall each receive a debit or credit, as the case may be, for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 days.

Operating Costs. To (a) In each year of the extent SellerTerm, the Tenant will pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as landlord under the Leasefurther additional rent, is currently collecting from Tenant under the Lease additional rent ninety percent (collectively, 90%) (“Expense ReimbursementsTenant’s Share”) to cover taxes, insurance, utilities of (to i) the extent not paid directly by Tenant), common area maintenance and other operating Landlord’s total costs and expenses in insuring the Building pursuant to Paragraph 9(d) hereof; and, (collectivelyii) real property taxes (including school taxes and local improvement rates) and all business and other taxes, “Operating Costs”if any, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 8(c)(ii) hereof, against or in connection with the ownership, operation, maintenance and management respect of the PropertyLeased Premises and Common Areas and Facilities, Seller or against the Landlord on account of its ownership thereof. (b) The amounts payable by the Tenant pursuant to this Paragraph 10 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and Buyer the Tenant shall each receive a debit pay to the Landlord the Tenant’s Share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or creditincurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administering the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 10(a) hereof, or, as soon as bills for all or any portion of the case amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may be, thereafter ▇▇▇▇ the Tenant for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for Tenant’s Share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the same Tenant shall be treated in forthwith pay to the same manner Landlord upon demand such amounts so expended or billed, as uncollected rent is treated in Section 6.1(a)additional rent. To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if At the end of the operating expense year under period for which such estimated payments have been made, the Lease was the Closing Date, Seller would be obligated to refund money Landlord shall deliver to the Tenant (a statement of the actual amounts and costs referred to in this Paragraph 10 and the determination of the Tenant’s Share thereof, and if necessary, an “Over Collection”), rather than collect additional money from adjustment shall be made between the parties hereto. If the Tenant (an “Under Collection”)shall have paid in excess of such actual amounts, said Over Collection the excess shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated refunded by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with Landlord within a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same reasonable period of time and relating to Tenant, all in after delivery of the form customarily submitted to Tenant (said statement. If the “CAM Reconciliation”). Operating Costs that are payable by amount the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013has paid is less than such actual amounts, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse agrees to pay to the Tenant Landlord any Over Collection such extra amount or amounts with the next monthly payment of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysMinimum Rent.

Operating Costs. To “Operating Costs” includes all costs incurred by Landlord and its Property Manager in operating, managing, repairing and maintaining the extent SellerCommon Facilities, including without limitation: gardening and landscaping; the cost of public liability, property damage and other Insurance carried by Landlord and its Property Manager and applicable to the Common Facilities, including any deductibles thereunder; Real Property Taxes applicable to the Common Facilities; utilities for the Common Facilities; line painting and parking lot repairs; roof repairs; lighting for the Common Facilities; trash and refuse removal for the Common Facilities; supplies; equipment; exterior painting; capital improvements; provided that capital improvements amortized over useful life as landlord under reasonably determined by Landlord; the Leasecosts of altering, improving, renovating, upgrading or retrofitting any portion of the Common Facilities to comply with all laws, regulations and governmental requirements applicable to the Center put into effect or interpreted differently after the Commencement Date (including without limitation those related to disabled persons, hazardous materials, lighting upgrades, sprinkler and energy-saving retrofits); security service; property management costs (not to exceed 4% of revenues) and administrative fees; bookkeeping services; labor; and the cost of personnel to implement such services and to direct parking. In lieu of including the entire amount of any such expense in Operating Costs in any one period, Landlord, at its election, may spread the inclusion of, or may amortize, any such expenses, in Operating Costs over such multiple periods as Landlord shall determine; provided; however, that any item included in Operating Costs which is currently collecting from capital in nature will be amortized over its useful life as reasonably determined by Landlord. Notwithstanding anything above to the contrary, Operating Costs shall not include (1) the cost of providing any service directly to and paid in full directly by any single tenant other than Tenant under (outside of such tenant’s Operating Cost payments); (2) the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (cost of any items to the extent not paid directly Landlord is reimbursed by Tenantinsurance proceeds (except for deductibles), common area maintenance condemnation awards, a tenant of the Building, or otherwise to the extent so reimbursed; (3) any real estate brokerage commissions or other costs incurred in procuring tenants, or any fee in lieu of commissions; (4) ground lease payments (if any); (5) costs incurred by Landlord caused solely by the violation by Landlord of the terms and conditions of any lease of space in the Building; (6) Landlord’s general corporate overhead not attributable to the Center; (7) bad debt expenses and interest, principal, points and fees on debts or amortization on any ground lease, mortgage or mortgages or any other operating debt instrument encumbering the Building (including the real property on which the Building is situated); (8) costs, including permit, license and inspection costs, incurred with respect to the installation of other tenants’ or occupants’ improvements made for tenants or other occupants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants in the Building unless improvements to the Building or Common Areas are required; (9) any costs expressly excluded from Operating Costs elsewhere in this Lease; (10) expenses in connection with services or other benefits which are not offered to Tenant; (11) electric power costs to any individual premises in the Building or other utility costs for any individual premises which any tenant directly contracts with the local public service company; (12) any insurance deductible payable for a covered loss in which the casualty covered by such insurance was caused solely by the negligence or willful misconduct of another tenant or occupant of the Center; (13) marketing costs, including leasing commissions and expenses (collectively, “Operating Costs”) attorneys’ fees in connection with the ownershipnegotiation and preparation of letters, operationdeal memos, maintenance letters of intent, leases, subleases and/or assignments, space planning costs, and management of the Property, Seller other costs and Buyer shall each receive a debit or credit, as the case may be, for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant expenses incurred in connection with the year-end Operating Costs reconciliation process subject to lease, sublease and/or assignment negotiations and in accordance transactions with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 present or prospective tenants or other occupants of the same Building; (14) costs (including in connection therewith all attorneys’ fees and costs of settlement, judgments and/or payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitrations pertaining to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning another tenant of the then-current calendar year Building; and (201415) through costs incurred in connection with any future expansion of the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysBuilding or Center.

Operating Costs. To Landlord and Tenant agree that the extent Seller, as landlord under Base Rent set out in Article 3 is the Lease, is currently collecting from Tenant under minimum rental to be paid by T▇▇▇▇▇. Base Rent includes the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”) in connection with the ownership, operation, maintenance and management of the Property, Seller and Buyer shall each receive a debit or credit, as the case may be, for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that2023 (the “Base Year”) which are estimated to be $8.15 per rentable square foot exclusive of Tenant’s direct occupancy costs. Landlord will charge Tenant, if and T▇▇▇▇▇ agrees to pay, as additional rental (“Additional Rent”), T▇▇▇▇▇’s Share (as defined at the end of this Article 31) of the increase in Operating Costs (as defined below) over the Operating Costs of the Base Year, as determined during the Term with respect to each calendar year commencing on January 1 and ending the next following December 31 (“Calendar Year”) following the Base Year (each, an “Increase”). For the purposes of this Lease, “Operating Costs” shall include the following expenses, costs and disbursements of every kind and nature, relating to or incurred or paid in connection with owning, managing, marketing, maintaining, landscaping, repairing, and operating expense year under the Lease was Building, the Closing Dateparking areas, Seller would be obligated to refund money the Common Areas and the grounds of which the Premises are a part (but exclusive of the Premises itself unless otherwise provided herein) and the personal property used in conjunction therewith, except for any expenses in maintaining, repairing or operating the Premises paid by Tenant directly or otherwise pursuant to the Tenant express provisions of this Lease, such expenses, costs and disbursements being in addition to other expenses and charges provided elsewhere in this Lease and include but are not limited to the following: all services provided by Landlord for the Premises; ad valorem taxes (an “Over Collection”or other governmental taxes or levies on the rents, the Building and the Property); electricity, natural gas, water (including for the Premises), rather than collect additional money from sewer and all other utilities including power for heating, lighting, air conditioning and ventilating; repair, maintenance and replacement of the Tenant ventilation, heating and air conditioning system(s) (an “Under CollectionHVAC”) which do not exclusively serve one tenant in the Building; payments made under any maintenance and service contracts for the HVAC, the Building and the equipment used in connection therewith; 23134410.6 window cleaning; janitorial services for Common Areas; trash, debris and garbage removal and disposal; exterminating and pest control (for the exterior of the Building); snow and ice removal; garage and parking lot operators; elevator maintenance; waste recycling service for Common Areas; landscaping maintenance and customary landscaping replacement; restriping and repairing the parking areas; insurance, said Over Collection shall be paid including but not limited to fire, extended coverage, liability, workers’ compensation, elevator and any other insurance carried in good faith by Seller the Landlord and applicable to Buyer the Property; painting; uniforms; customary property management fees; supplies; sundries; sales or use taxes on supplies or services; costs of all supplies, tools, equipment, materials and replacements used in the operation, management, repair, maintenance and access control of the Property; repairing and maintaining utility lines which do not exclusively serve one tenant in the Building; providing Property identification signs; periodic repainting of exterior walls of the Building (including steam cleaning or sandblasting thereof or other graffiti-removal procedures); repairing and maintaining overhead canopies at the Closing Building; repairing and maintaining sprinklers and sprinkler-risers serving the Premises and the Building of which the Premises are a part, but which do not exclusively serve one tenant in the Building; repairing and maintaining sidewalks; wages and salaries (whether direct or indirect as a settlement statement credit reasonably allocated by Landlord) of all persons engaged in the management, operation and Buyer shall pay said Overmaintenance of the Building and so-Collection called fringe benefits, or any other cost or expenses which the Landlord pays or incurs to provide benefits for employees so engaged in the Tenant within 30 days or otherwise in compliance management, operation and maintenance of the Building; the charges of any independent contractor who under contract with the lease obligations; provided, in the event of an Under Collection, the amount Landlord or Agent does any of the Under Collection shall be paid work of operating or maintaining the Building; the costs and expenses incurred by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant Landlord in connection with the year-end Operating Costs reconciliation process subject maintenance, operation and repair of any common facilities, including roadways, private driveways, plaza areas, walkways, utility lines, pipes, wires, cables and other utility facilities, retention facilities, storm and sanitary sewers, culverts, drains, headwalls, manholes and related equipment, parking, grounds and landscaping, and shared hallways, lobbies, corridors, elevators, entrances and exits, restrooms and stairways, now or servicing the Property and the Premises (and not exclusively another tenant); legal and accounting expenses, including but not limited to such expenses as relate to seeking or obtaining reductions in and refunds of real estate taxes, or any other expense or charge, whether or not hereinbefore mentioned, which in accordance with generally accepted accounting and management principles would be considered as an expense of maintaining, operating, or repairing the terms of Section 6.1(a)Building. Notwithstanding If any Building expense, though paid in one year, relates to more than one calendar year, at the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 option of the same to Seller at Closing. Operating Costs for 2014 shall Landlord such expense may be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current proportionately allocated among such related calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysyears.

Operating Costs. To the extent Seller, as landlord under the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating Operating Costs" shall mean all Landlord's costs and expenses (collectivelyin operating, “Operating Costs”) in connection with managing, cleaning, maintaining and repairing the ownershipPremises, operation, maintenance and management of the Property, Seller and Buyer shall each receive a debit or credit, as the case may beincluding without limitation costs of, for or with respect to (a) wages, salaries, fringe benefits, workers compensation insurance premiums and payroll taxes paid to or for persons employed in performing the difference between the Tenants’ current account balances for 2014 for Operating Costs aforesaid functions, (b) oil, gas, electricity, water, sewer, telephone and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be utilities not otherwise paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers utility company or authority, (c) premiums for all insurance which Landlord is required to maintain with respect to the Premises under the terms hereof or otherwise carries in accordance with good building management practice, (d) furnishing all services to the Premises which Landlord is required to furnish hereunder, (f) supplies, materials and equipment (including rentals) needed for the foregoing functions, (g) snow plowing and removal, (h) landscaping, (i) payments to independent contractors performing any of the aforesaid functions, (j) the proportionate share of costs for operation, maintenance, real estate taxes and reasonable resources with respect to the common areas, easements and facilities of the Office and Research and Development Park, as are properly charged and allocated to the Premises pursuant to the Declaration of Easements, Covenants and Restrictions for the Park, (k) capital replacements or improvements (amortized as provided below) either (i) required under Applicable Laws subsequent to the Commencement Date or (ii) necessary to maintain the Premises in the condition required hereunder, (l) a management fee to the party performing such function with respect to the Premises not to exceed then prevailing market fees for such services for similar properties in the so-called Metro West/Route 495 area of Middlesex and Worcester Counties, Massachusetts, and (m) reasonable maintenance and replacement reserves in such amounts as would customarily be made for properties similar to the Premises in the MetroWest/Route 495 area under then prevailing building management practices in such area. Any costs which would be deemed capital expenditures under generally accepted accounting principles shall be amortized on a straight line basis over the entire useful life of the subject item, at an interest rate equal to the prevailing market rate for businesses substantially similar to Landlord for obligations with maturities equal to such useful life at the time of the subject expenditure, and only the amortization attributable to the subject calendar year or other applicable accounting period shall be included in Operating Costs for such year or period. Operating Costs shall not include, and there shall be prorated between Seller excluded therefrom, any costs or charges for (a) the initial construction of the Project, (b) any subsequent expansion, additions to or redevelopment of the Project, (c) depreciation of the Premises, (d) principal, interest, debt service and Buyer. Prior other similar charges under any Mortgages or other loans with respect to Closingthe Premises, Seller shall reconcile (e) rent or other charges under the Ground Lease or any other ground, master or underlying lease with respect to the Premises, (f) repair or correction of any defective workmanship or materials with respect to the original construction of the Project or any subsequent expansion, additions to or redevelopment thereof, (g) repair or replacement of any structural elements of the Building or elements constituting the basic Building shell or envelope (such as foundations, supporting columns, supporting beams, exterior walls and roofs), (h) remediation of or liability with respect to any Hazardous Substances or other pollutants in, on or about the Premises which were not brought, released or discharged thereon or therefrom by Tenant or any Party for which Tenant Is Responsible, (i) repairing or restoring damage to the Premises by fire or other casualty or taking by condemnation or eminent domain (except only for the calendar year 2013amount of any customary and commercially reasonable insurance deductible), (j) damage, loss or liability to the extent that the same are or would be covered by any insurance which Landlord is required to carry hereunder (whether or not Landlord does so) or otherwise carries, the Tenant Expense Reimbursements proceeds of eminent domain or takings awards or legal claims against the responsible parties, or for which Landlord is otherwise reimbursed, (k) damage, loss or liability resulting from Landlord's negligence, willful misconduct, violation of law, breach of contract or that of any Party for which Landlord is Responsible or (l) management fees, administrative costs, overhead or profits other than or in excess of the management fee specifically allowed above. Costs which would normally be paid out of the aforesaid maintenance and replacement reserves under prevailing building management practices in the MetroWest/Route 495 area shall be paid out of such reserves, and, to the extent so covered, shall not also be included in Operating Costs for the calendar year 2013 and Seller shall reimburse subject accounting period (so as not in effect to the be charged to Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daystwice).

Operating Costs. To the extent Seller, as landlord under the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (Notwithstanding anything set forth in Section 6.3 to the extent contrary, Operating Costs shall not paid directly by Tenant)include: (a) Costs, common area maintenance including marketing costs, legal fees, space planners' fees, and other operating costs and expenses (collectively, “Operating Costs”) brokerage fees incurred in connection with the ownershiporiginal construction or development of the Center or the original or future leasing of the Center, operationand costs, including permit, license and inspection costs and allowances and other concessions, incurred with respect to the installation of tenant improvements made for new tenants in the Center or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space for tenants or other occupants (or prospective tenants or occupants) of the Center; (b) Depreciation, interest and principal payments on mortgages and other debt costs, if any, penalties and interest, costs of capital improvements and equipment designed to increase the leasable area of the Center; (c) Costs for which Landlord is reimbursed by any tenant or occupant of the Center or by insurance by its carrier or any tenant's carrier (or if Landlord fails to carry the insurance required to be carried by Landlord pursuant to this Lease, costs which would have been covered by insurance had Landlord obtained the coverage required to be carried under this Lease) or by anyone else, and electric power costs for which any tenant directly contracts with the local public service company; (d) Any bad debt loss, rent loss, or reserves for bad debts or rent loss; (e) Any amount paid as ground rental for the Center by Landlord; (f) All items and services for which Tenant or any other tenant in the Center reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement; (g) Costs, other than those incurred in ordinary maintenance and management of the Property, Seller and Buyer shall each receive a debit or credit, as the case may berepair, for the difference between the Tenants’ current account balances for 2014 for sculpture, paintings, fountains or other objects of art; (h) Any costs expressly excluded from Operating Costs and amount elsewhere in this Lease; (i) Costs arising from Landlord's charitable or political contributions; (j) Expenses directly resulting from the gross negligence or wilful misconduct of their respective Operating Costs reimbursable to Seller; providedLandlord, howeverits agents, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other servants or employees; (k) Rental for any uncollected Expense Reimbursements for the Tenant and the same shall be treated space in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation Center set aside for conference facilities, storage facilities or exercise facilities; (as defined belowl) The amounts of any payments by Landlord or to its affiliates for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days goods or otherwise in compliance with the lease obligations; provided, services in the event Center in excess of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant a competitive rate; (m) Costs incurred in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoingsale, in the event of an Under Collection, Buyer shall pay up to $10,000 financing or refinancing of the same Center, including brokerage commissions, consultants', attorneys' and accountants' fees, closing costs, title insurance premiums, transfer taxes and interest charges; and (n) Costs incurred to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior comply with laws relating to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from removal or abatement of Hazardous Materials in or about the beginning Premises to the extent the existence of such Hazardous Materials is not the result of Tenant's occupancy or use of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysPremises.

Operating Costs. To (a) It is expressly agreed that Tenant will pay in addition to Fixed Basic Rent provided in Paragraph 3 above, Additional Rent for all of Landlord's costs of operating and maintaining the extent SellerBuilding so that the Fixed Basic Rent shall be absolutely net to Landlord, except as otherwise specifically set forth in this Lease. Tenant shall pay to Landlord, as landlord under Additional Rent, Tenant's Percentage, as defined in the Lease, is currently collecting from Tenant under Preamble of all operating and maintenance costs incurred by Landlord for the Building and Office Building area for any Calendar Year (or proportionate part thereof if the Lease additional rent was not in effect during the entire Calendar Year (collectively"Operating Costs Payment") Operating costs shall include, “Expense Reimbursements”by way of illustration and not of limitation: personal property taxes; management fees at an initial rate of $40,000.00 with reasonable yearly increases thereafter of five (5%) to cover percent; labor, including all wages and salaries; fringe benefits; social security taxes, and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and cleaning services, maintenance for structural and non-structural repairs whether ordinary or extraordinary; maintenance and service contracts; the cost of all HVAC, electric, water, sewer, gas and other utilities for the Building, common facilities and common areas not otherwise billed to Tenant, but not including utility and energy costs for which any other tenant is to pay separately pursuant to a check meter or other measuring device; painting; wall and window washing; laundry and towel service; tools and equipment; fire and other insurance, utilities trash removal, repair, maintenance and replacement of roofs, parking area, curbs and walkways; snow removal; public amenities; and all other items properly constituting direct operating costs according to standard accounting practices, provided that the contract price charged to Landlord for all of the above shall be at commercially reasonable prices usually charged for similar buildings in similar locations (hereinafter collectively referred to as the "Operating Costs"), but not including, brokerage commissions, leasing commissions, finder's fees, space planner fees and other similar type fees, salaries and fringe benefits for Landlord's executives above the rank of building manager; costs of repairs or replacements incurred by reason of fire or other casualty or condemnation; costs for constructing a tenant installation for any individual tenant at the Building, or amounts contributed to any such tenant in lieu thereof, or any other tenant allowances granted as an inducement to enter into a lease; amounts received by Landlord through proceeds of insurance or by any manufacturer's warranty to the extent not paid directly by Tenant), common area maintenance the proceeds are compensation for expenses which were previously included in Operating Costs hereunder; advertising and promotional expenditures; costs incurred or any specific compensation Landlord receives in performing work or funishing services for any new or existing tenant in the Building;rent and other operating costs and expenses (collectively, “Operating Costs”) charges payable in connection with the ownership, operation, maintenance and management any ground or underlying lease; amounts paid to affiliates of Landlord in excess of the Propertyamounts that would have been paid absent such relationship; costs of any special services rendered to a tenant of the Building which is not rendered generally to tenants therein; interest or penalties for late payments by Landlord; refinancing costs; legal, Seller appraisal and Buyer shall each receive a debit auditing fees and court costs in connection with leasing space in the Building or credit, as in connection with proceedings or applications to reduce real estate tax assessments; all expenses for which Landlord has received reimbursement and any fines or penalties imposed by legal authorities having jurisdiction thereof by reason of such existing violations; rent payable with respect to any leasing office; management fees in excess of those referred to herein; costs incurred in operating the case may be, parking facilities for the difference between Building except to the Tenants’ current extent the cost of operating the parking facilities exceeds the revenues generated from operating the parking facilities; and costs incurred to test, survey, cleanup, contain, ▇▇▇▇▇, remove, or otherwise remedy hazardous waste or asbestos-containing materials from the Property unless the waste or asbestos-containing materials were in or on the Property because of Tenant's negligence or willful acts or omissions; depreciation of Building; interest, points and fees on debt or amortization on any mortgage or mortgages encumbering the Building and/or the land on which the Building is situated; income or excess profits taxes; costs of maintaining Landlord's corporate existence; franchise taxes; and expenditures required to be capitalized for federal income tax purposes, inclusive of renovations to and replacement of the Building and equipment, (which expenditures shall be amortized over their useful life in accordance with generally accepted accounting principles, consistently applied, and such amortization shall be included as an Operating Cost expense), unless said expenditures are for the purpose of reducing Operating Costs within the Building and Building Area or are required under any governmental law, ordinance or regulation, in which event the costs thereof shall be included. (b) Commencing as of the Commencement Date, Tenant shall pay its Tenant's Percentage of the Operating Costs. Tenant shall make estimated payments on account balances for 2014 of Tenant's Percentage of these Operating Costs in monthly installments in advance on the first (1st) day of each month, equal to One-Twelfty (1/12th) of Tenant's Percentage of the Landlord's expenditures for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and Calendar Year or part thereof immediately preceding the same year in which to be made. Monthly payments in the first full or partial Calendar Year commencing with the Commencement Date shall be treated in the same manner as uncollected rent is treated in Section 6.1(aTEN THOUSAND AND 00/100 ($10,000.00). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 days.

Operating Costs. To the extent Seller, as landlord under the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”) ” means any expenses, costs, and disbursements of any kind other than Taxes, paid or incurred by Landlord in connection with the ownership, insuring (including, without limitation, terrorism coverage), management, maintenance, operation, maintenance and repair of all or any part of the Project, and of the personal property, fixtures, machinery, equipment, systems, and apparatus used in connection therewith, including the cost of providing those services required to be furnished by Landlord under this Lease. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements, except those intended, in good faith, to reduce Operating Costs, and those made to keep the Project in compliance with Laws (as hereinafter defined) and other governmental requirements applicable from time to time, the costs of which shall be amortized by Landlord in accordance with sound accounting and management principles; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the PropertyProject (“Ground Lease”); (d) real estate brokers’ leasing commissions; (e) any cost or expenditure for which Landlord is reimbursed, Seller by insurance proceeds or otherwise, to the extent of such reimbursement, except by Operating Cost Share Rent; (f) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (g) the cost of repair to the Building, including the Premises, to the extent the cost of such repairs is reimbursed by insurance or condemnation proceeds; (h) the cost of improving or renovating rentable space for tenants (including Tenant) or rentable space vacated by any tenant (including Tenant); (i) the cost of utilities charged to individual tenants (including Tenant) and Buyer shall each receive payroll, material and contract costs of other services charged to tenants (including Tenant), other than as part of additional rent under such tenants’ leases or this Lease; (j) the cost of painting and decorating the Premises or premises of other tenants; (k) depreciation of the Building and other real property structures in the Project; (l) legal and other related expenses associated with the negotiation or enforcement of leases or the defense of (1) Landlord’s title to the Land, the Building, or other portions of the Project, or (2) any action based solely on an alleged breach by Landlord of a debit lease pertaining to space within the Building; (m) advertising costs incurred directly for leasing individual space in the Building or creditother portions of the Project; (n) Landlord’s general corporate overhead, including salaries of officers or other employees of Landlord above the level of Building manager, and Landlord’s general administrative expenses to the extent not directly related to the operation of the Project; (o) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord; (p) all items and services for which Tenant or any other tenant in the Project reimburses Landlord, other than as part of additional rent under such tenants’ leases or this Lease; (q) amounts paid to any party, including a division or affiliate of Landlord, providing materials, services, labor, or equipment to the case may beextent that such amounts materially exceed the reasonable competitive costs of such materials, services, labor, or equipment when provided by an independent party in an arm’s-length transaction, but only to the extent of such excess; (r) any costs, fines, or penalties imposed due to Landlord’s negligence or willful misconduct; (s) costs of acquiring sculpture, paintings, or works of art; (t) costs of correcting structural and other defects in the initial construction of the Project (including, without limitation, latent defects) or in the Project equipment; (u) expenses and costs relating in any way whatsoever to the identification, testing, monitoring, control, encapsulation, removal, replacement, repair, and abatement of any Hazardous Materials (as hereinafter defined) within the Project to the extent caused by or attributable to the acts or omissions of Landlord; (v) all costs and expenses incurred in connection with or relating to any retail space in the Project to the extent there is a direct charge for such costs and expenses to such retail space tenants, other than as part of additional rent under such tenants’ leases; (w) repairs of any item to the extent reimbursement for the difference between costs thereof is covered and paid by any applicable guaranty or warranty; (x) any reserves for bad debt or uncollected rent; (y) Landlord’s charitable contributions; or (z) wages, salaries, and compensation paid to officers, executives, and employees of Landlord above the Tenants’ current account balances for 2014 for level of Building or Project manager. If the Project is not at least ninety-five percent (95%) leased during any portion of any Fiscal Year, Landlord may adjust (an “Equitable Adjustment”) Operating Costs to equal what would have been incurred by Landlord had the Project been 95% leased. By way of example only, assume: (i) the Building has ten floors; (ii) the Tenant occupies one floor and amount Tenant’s Proportionate Share is ten percent (10%); (iii) the other nine floors are vacant; and (iv) the cost of their respective providing a particular service for Tenant’s floor is $1,000. If Tenant paid Tenant’s Proportionate Share of that cost, Tenant would pay $100. Instead, Landlord shall estimate the cost of such service for the Building as if it were ninety-five percent (95%) leased. Landlord would take into account any economies of scale; for example, the cost for the entire Building at ninety-five percent (95%) occupancy might be $9,000. Landlord’s estimate ($9,000) minus the actual cost incurred by Landlord ($1,000) equals the Equitable Adjustment ($8,000). The Equitable Adjustment is added to the actual cost and Tenant pays Tenant’s Proportionate Share of the total; in this example, Tenant would pay $9,000 times 10% or $900. This Equitable Adjustment shall apply only to Operating Costs reimbursable which are variable and therefore increase as leasing of the Project increases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs. If Landlord does not furnish any particular service whose cost would have constituted an Operating Cost (which varies with the level of occupancy) to Seller; provideda tenant who has undertaken to perform such service itself, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same Operating Costs shall be treated increased by the amount which Landlord would have incurred if it had furnished the service to such tenant in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year Equitable Adjustment under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 dayspreceding paragraph.

Operating Costs. To (a) In each year of the extent SellerTerm, the Tenant will pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as landlord under further additional rent, the LeaseLandlord's cost and expenses of maintaining, is currently collecting from Tenant under operating, insuring, repairing, restoring, supervising and administering the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating Building such costs and expenses to include, without limitation (collectivelyi) the total costs and expenses incurred by the Landlord in insuring the Building pursuant to Paragraph 10(a)(i) hereof, “Operating Costs”(ii) the total cost of operating, maintaining, lighting, cleaning (including snow and ice removal and clearance), supervising, policing, landscaping, H.V.A.C. preventative maintenance, repairing all areas of the Building which are not otherwise the responsibility of the Tenant in this Lease, including, without limitation, all monies paid to persons, firms or corporations employed by the Landlord to perform same; and (iii) all expenses incurred or paid by the Landlord in connection with the ownershipmaintenance, repair, restoration, operation, maintenance management, supervision and management administration of the PropertyBuilding and all services connection therewith, Seller together with an administrative fee of seven and Buyer one half percent (7.5%) of such total annual costs and expenses, including, without limitation, all such costs and expenses referred to in the immediately preceding subparagraphs (i) to (iii) inclusive of this paragraph II(a) and taxes paid by the Landlord pursuant to paragraph 9(c). (b) The amounts payable by the Tenant pursuant to this paragraph 11 may be estimated by the Landlord for such period or periods as the Landlord may determine from time to time, and the Tenant shall each receive a debit pay to the Landlord the estimated of such amounts in monthly installments in advance during such period together with all other rental payments provided for in the Lease. Notwithstanding anything contained in this subparagraph (b) to the contrary, at such time as the Landlord expends any money or creditincurs any charges or expenses in respect of the cost of maintaining, operating, repairing, or administrating the Building, pursuant to paragraph 11(a) hereof, or, as soon as bills for all or any portion of the case amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may be, for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for thereafter ▇▇▇▇ the Tenant for same (less all amounts previously paid by the Tenant on the basis of the Landlord's estimate aforesaid, which have not already been so applied) and the same Tenant shall be treated in forthwith pay to the same manner Landlord upon demand such amounts so expended or billed, as uncollected rent is treated in Section 6.1(a)additional rent. To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if At the end of the operating expense year under period for which such estimated payments have been made, the Lease was the Closing Date, Seller would be obligated to refund money Landlord shall deliver to the Tenant (a statement of the actual amounts and costs referred to in this paragraph 11, and if necessary, an “Over Collection”), rather than collect additional money from adjustment shall be made between the parties hereto. If the Tenant (an “Under Collection”)shall have paid in excess of such actual amounts, said Over Collection the excess shall be paid refunded by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay Landlord within fifteen (15) days after delivery of the said Over-Collection to statement. If the amount the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be has paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013is less than such actual amounts, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse agrees to pay to the Tenant Landlord any Over Collection such extra amount or amounts within fifteen (15) days after delivery of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 dayssaid statement.

Operating Costs. To the extent Seller, as landlord under the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”a) to cover taxes, insurance, utilities (During each calendar year or part thereof subsequent to the extent not paid directly by Tenant)Base Expense Year, common area maintenance and other operating costs and expenses Lessee shall pay to Lessor as additional Rent, in accordance with Section 8.3 hereof, ▇▇▇▇▇▇'s Proportionate Share of the total dollar increase, if any, in all Operating Costs for such calendar year over the Operating Costs for the Base Expense Year. During each tax year (collectivelyJuly 1 through June 30) or part thereof subsequent to the Base Tax Year ending June 30, “Lessee shall pay to Lessor as additional Rent, in accordance with Section 8.3 hereof, Lessee's Proportionate Share of the total dollar increases, if any, in all Real Estate Taxes for such tax year over the Real Estate Taxes for the Base Tax Year. Lessee's Proportionate Share shall be calculated on the basis of the greater of (i) actual Operating Costs”; or (ii) in connection with as if the ownership, operation, maintenance Complex were at least ninety-five percent (95%) occupied and management of the Property, Seller and Buyer shall each receive a debit or credit, as the case may be, operational for the difference between whole of such Lease Year. (b) If any Lease Year of less than twelve (12) months is included within the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under CollectionTerm, the amount of the Under Collection payable by Lessee for such period shall be paid by Buyer prorated on a per diem basis (utilizing a three hundred sixty (360) day year). (c) Lessor shall exercise good faith efforts to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). equitably allocate those Operating Costs that are payable by incurred for the Tenant directly direct benefit of specific types of lessees or users in the Complex to the applicable service providers and among those specific lessees and/or users ("Cost Pools"). Such Cost Pools may include, but shall not be prorated between Seller limited to, the office and Buyershowroom space, the second 13. Prior to Closingfloor Atrium, Seller the lower level exhibition hall, and any retail space lessees of the Complex. Lessor's determination of such allocations shall reconcile be made in a manner consistent with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 terms and Seller shall reimburse to the Tenant any Over Collection conditions of Expense Reimbursement for calendar year 2013 prior to the Closing this Section 8.2(c) and shall have be subject to reconciliation per Section 8.3(c). Lessee acknowledges that the right allocation of Operating Costs among Cost Pools does not affect all Operating Costs and is limited to collect any Under Collection specific items which Lessor determines, in good faith, should be shared among the lessees and/or users of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysa certain Cost Pool.

Operating Costs. To the extent Seller(a) Subject to 4.2 (b) below, as landlord under the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”) in connection with the ownership, operation, maintenance and management of the Property, Seller and Buyer shall each receive a debit or credit, as the case may be, for the difference between the Tenants’ current account balances for 2014 for Building Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined belowin the Master Lease) are included in the Monthly Rent based on a 2007 Base Year expense stop (the “Operating Cost Base”). (b) In addition to Monthly Rent, beginning on January 1, 2008, Subtenant will pay to Sublandlord monthly, as Additional Rent, Subtenant’s Share of the amount by which the Operating Costs paid by Sublandlord under the Master Lease exceed the Operating Cost Base. If Operating Costs arc calculated for a partial calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such thatyear, the Operating Cost Base will be appropriately prorated. For example (and for illustration purposes only), if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. actual Operating Costs for 2014 shall the Operating Cost Base are determined to be reasonably estimated by $11.75/RSF/Year and the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning for 2008 are determined to be $l2.00/RSF/Year, then Subtenant would pay to Sublandlord monthly, as Additional Rent, Subtenant’s Share of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant $.25/SF/Year for the calendar year 20132008. Alternatively, if Operating Expenses for 2008 are determined to be $1l.50/RSF, then Sublandlord would not be due any Additional Rent under this Section 4.2(b). (c) Subtenant shall also pay to Sublandlord, in addition to and together with each payment of Rent, any and all excise, transaction privilege, sales, rental, gross receipts, or other taxes (other than net income and/or estate taxes of Sublandlord) now or in the Tenant Expense Reimbursements for future imposed by any taxing authority upon Master Landlord or Sublandlord and attributable to or measured by the calendar year 2013 Rent or other charges payable by Subtenant pursuant to this Sublease, whether assessed against Master Landlord or Sublandlord or assessed against Subtenant and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as samecollected by Master Landlord or Sublandlord, Buyer shall pay such amount to Seller within 10 daysor both.

Operating Costs. To (a) Throughout the extent SellerTerm, the Tenant shall pay to the Landlord monthly instalments on account of Operating Costs, plus applicable HST, which are preliminarily estimated to be Twenty Thousand Six Hundred One Dollars and Seventy Nine Cents ($20,601.79) per month. (b) Upon reasonable prior written notice to the Tenant, the Landlord may adjust the amount of such monthly payments from time to time during the Term, so that the aggregate of such payments will reasonably approximate the Operating Costs for the same period. (c) It is understood and agreed that the amount referred to in Section 3.3(a) is only an estimated amount. Within sixty (60) days after each lease year during the Term and within sixty (60) days after the expiration or earlier termination of this Lease, the Landlord shall deliver a detailed statement itemizing all components of the Operating Costs for the previous twelve (12) months and the Tenant shall pay to the Landlord, or the Landlord shall repay to the Tenant, after the Landlord’s determination of Operating Costs for such period, the amount by which the actual Operating Costs payable, as landlord under calculated by the LeaseLandlord, exceeds, or is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”) in connection with the ownership, operation, maintenance and management of the Property, Seller and Buyer shall each receive a debit or creditexceeded by, as the case may be, for the difference between the Tenants’ current account balances for 2014 for estimated Operating Costs received by the Landlord for that period. (d) Subject to Section 6.4 and amount of their respective Operating Costs reimbursable to Seller; providedSection 6.6, howeverand Tenant’s obligations under Section 6.1, thatthe Landlord will operate, except as specifically set forth hereinmaintain, in no event shall either party be responsible for crediting repair and replace the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated Premises in the same manner state as uncollected rent is treated in Section 6.1(a). To on the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Commencement Date, Seller would be obligated subject to refund money to reasonable wear and tear, and the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection cost thereof shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise included in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly pursuant to this Lease. (e) By written notice to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013Landlord, the Tenant Expense Reimbursements may designate all or a portion of the Premises as an area for the calendar year 2013 and Seller shall reimburse to which the Tenant will provide its own janitorial services, at the Tenant’s own cost, and any Over Collection such area will be excluded from the calculation of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have Tenant’s proportionate share of such services in the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysOperating Costs.

Operating Costs. To the extent Seller, as landlord under the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”" shall mean any expenses, costs --------------- and disbursements (other than Taxes) of every kind and nature, paid or incurred by Landlord in connection with the ownership, operationleasing, maintenance management, maintenance, operation and management repair of all or any part of the PropertyProject (adjusted for vacancy as hereafter provided) and of the personal property, Seller fixtures, machinery, equipment, systems and Buyer shall each receive a debit or credit, as the case may be, for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated apparatus located in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days Project or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant used in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closingtherewith. Operating Costs shall not include (a) costs of alterations of tenant premises; (b) costs of capital improvements, except for 2014 shall be reasonably estimated by the parties if final bills any capital improvements which are not available. At least 5 business days prior intended, to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all reduce Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing DateCosts, and any Expense Reimbursements collected by Seller during capital improvements which Landlord is required to make pursuant to, or which Landlord shall deem necessary to keep the same period of time and relating to TenantProject in compliance with, all applicable governmental rules and regulations applicable from time to time to the Project (the foregoing capital improvements that are included within Operating Costs are collectively referred to herein as the "Included Capital items"); (c) depreciation (except on any Included Capital items); (d) interest and principal payments on mortgages or any rental payments on any ground or other underlying leases subject to which Landlord holds its interest in the form customarily submitted Project (hereinafter, referred to individually as a "Ground Lease" and collectively as "Ground Leases"), and other debt costs, if any; (e) real estate brokers' leasing commissions or compensations; (f) any cost or expenditure (or portion thereof) for which Landlord is reimbursed, whether by insurance proceeds or otherwise (Operating Cost Share Rent and Tax Share Rent provided for in any tenant leases are not reimbursements); and (g) the cost of any kind of service furnished to any other office tenant of the Project which Landlord does not make available to Tenant hereunder. If during all or any portion of any fiscal year the Project is not fully rented and occupied by tenants, Landlord may elect to make an appropriate adjustment (an "Equitable Adjustment") of Operating Costs for such fiscal year, employing sound accounting and management principles, to determine the “CAM Reconciliation”). Operating Costs that are payable would have been paid or incurred by Landlord had the Project been fully rented and occupied for the entire fiscal year, and the amount so determined shall be deemed to have been the operating Costs for such fiscal year. The foregoing process is illustrated by the Tenant directly to following hypothetical which assumes (i) the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 days.Building has ten

Operating Costs. To (A) TENANT agrees to pay as additional rent during the extent Sellerterm of this Lease upon receipt of written notice, together with copies of paid bills, from LANDLORD, fire and liability insurance premiums; repair and maintenance of the parking lot, and sidewalks as specified in Section 9, real property taxes and assessments as outlined in Section 11; and administrative expenses in an amount equal to 5% of the operating expenses paid by LANDLORD, together with a "Late Charge" of 5% per month if the additional rent is not received by the 30th day from the invoice date. (B) TENANT shall have the right, at its own cost and expense (except as provided below), to audit or inspect LANDLORD's records with respect to the operating costs and real property taxes, as landlord under well as all other additional rent payable by TENANT hereunder for any Lease Year. TENANT shall give LANDLORD not less than thirty (30) days prior written notice of its intention to conduct any such audit. LANDLORD shall cooperate with TENANT during the course of such audit, which shall be conducted during normal business hours in LANDLORD's office. LANDLORD agrees to make such personnel available to TENANT as is reasonably necessary for TENANT, or for TENANT's employees or agents to conduct such audit. If such audit discloses that the amount paid by TENANT as TENANT's operating expenses and/or real estate taxes, or of other additional rental payable by TENANT hereunder, has been overstated by more than three and one half percent (3.5%), then, in addition to immediately repaying such overpayment to TENANT with interest, LANDLORD shall also pay the reasonable costs incurred by TENANT in connection with such audit. (C) Notwithstanding anything to the contrary in the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs shall not include (1) any costs of items considered capital repairs, replacements, improvements and expenses equipment under generally accepted accounting principles consistently applied or otherwise or (collectively, “Operating Costs”2) costs incurred in connection with upgrading the ownership, operation, maintenance and management of the Property, Seller and Buyer shall each receive a debit or credit, as the case may be, for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable Building and/or parking areas to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance comply with the lease obligations; providedcurrent interpretation of disability, in the event of an Under Collectionlife, fire and safety codes, ordinances, statutes, or other laws, including, without limitation, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing DateADA, and any Expense Reimbursements collected by Seller during the same period of time and relating including penalties or damages incurred due to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysnon-compliance.

Operating Costs. To Tenant shall, for the extent Sellerentire Lease Term, pay to Lessor as landlord under the Leaseadditional rent, is currently collecting from Tenant under the Lease additional rent (collectivelywithout any setoff or deduction therefrom, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance its Proportionate Share of any and other operating all costs and expenses (collectively, “Operating Costs”) which Lessor or Lessor's manager may incur because of or in connection with the ownership, operationmaintenance, maintenance management and management operation of the PropertyLand and/or the Building ("Operating Costs"). "Proportionate Share" is defined as the portion of Operating Costs equivalent to a fraction of the total thereof, Seller the numerator of which is the number of net rentable square feet comprising the Demised Premises and Buyer the denominator of which is the greater of (i) the number of net rentable square feet actually leased within the Building, or (ii) 95% of the number of net rentable square feet contained within the Building. "Operating Costs" are defined to include all expenses and costs (but not specific costs which are separately billed to and paid by individual tenants) of every kind and nature which Lessor or Lessor's manager shall pay or become obligated to pay because of or in connection with the ownership, maintenance, management and operation of the Land, the Building and supporting facilities of the Building, including but not limited to all real estate taxes and annual installments of special or other assessments payable with respect thereto, and all other taxes, service payments in lieu of taxes, exercises, levies, fees, or charges, general and special, ordinary and extraordinary, of any kind, which are assessed, levied, charged, confirmed or imposed by any public authority upon the Land and/or the Building, its operations or the rent provided for in this Lease; the cost of protesting any such taxes; management fees; insurance premiums; utility costs; janitorial costs; Building security costs; costs of wages and maintenance costs relating to the Building (including but not limited to sidewalks, skyways, landscaping and service areas); services; service contracts; equipment and supplies; and all other costs of any nature whatsoever which for federal tax purposes may be expensed rather than capitalized, but exclusive only of leasing commissions, depreciation, costs of tenant improvements and payments of principal and interest on any mortgages, deeds of trusts, or other security devices covering the Building. Operating Costs shall also include the yearly amortized portion of capital costs incurred by Lessor for improvements or structural repairs to the Building required to comply with any change in the laws, rules or regulations of any governmental authority having jurisdiction, or for purposes of reducing Operating Costs, which costs shall be amortized over the useful life of such improvements or repairs, as reasonably estimated by Lessor or by Lessor's property manager. As soon as reasonably practicable prior to the commencement of the Lease Term and prior to the commencement of each receive ensuing calendar year during the Lease Term, Lessor shall furnish to Tenant an estimate of Operating Costs for the first calendar year included in whole or in part in the Lese Term and each ensuing calendar year. Tenant shall pay, as additional rent hereunder, together with each installment of Base Rent, one-twelfth (1/12th) of its estimated annual Proportionate Share of Operating Costs. As soon as reasonably practicable after the end of each calendar year included in whole or in part in the Lease Term, Lessor shall furnish to Tenant a debit statement of the actual Operating Costs for the previous calendar year, including Tenant's Proportionate Share of Operating Costs, and within thirty (30) days thereafter Tenant shall pay to Lessor, or creditLessor shall credit to the next rent payments due Lessor from Tenant, as the case may be, for the any difference between the Tenants’ current account balances for 2014 for actual Operating Costs payable by Tenant hereunder and amount of their respective the estimated Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements paid by Tenant. Tenant's Proportionate Share of Operating Costs for the Tenant years in which this Lease commences and the same terminates shall be treated in prorated based upon the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end dates of commencement and termination of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money Term. Notwithstanding any other provision herein to the Tenant (an “Over Collection”)contrary, rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, it is agreed that in the event of that the Building is not fully occupied at any time during the Lease Term, an Under Collection, the amount of the Under Collection adjustment shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from made in computing the Tenant in connection with the year-end Operating Costs reconciliation process subject to for such year so that the Operating Costs shall be computed for such year as though the Building had been fully occupied during such year (including, for real estate tax purposes, as if fully occupied and in accordance with the terms of Section 6.1(aassessed as a completed Building during such year). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall any provision herein that may be reasonably estimated by the parties if final bills are not available. At least 5 business days prior construed to the Closing Datecontrary, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and Lessor shall have the right right, in its reasonable discretion, to collect any Under Collection determine, from time to time, the method of Expense Reimbursement for calendar year 2013 for 180 days following computing Operating Costs, the Closing. To allocation of Operating Costs to various types of space within the Building and/or the Project, the extent Buyer receives any amounts from of the appurtenances to the Building and/or the Project, and the rentable area of the Demised Premises, the Building and the Project, and Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysbe bound thereby.

Operating Costs. To (a) Tenant hereby covenants and agrees and shall be obligated to pay to Landlord, in addition to and not in lieu of the extent Sellerother amounts specified herein, as landlord under Tenant’s Share of Operating Costs in excess of the Initial Operating Costs. These payments shall be in addition to and not in lieu of any other payments due from Tenant hereunder. The “Initial Operating Costs” shall be, for the purposes of this Lease, is currently collecting from Tenant under the Lease additional rent (collectivelyactual Operating Costs for calendar year 2006, “Expense Reimbursements”) to cover taxes, insurance, utilities (adjusted pursuant to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses terms of this Lease. (collectively, b) The term “Operating Costs”, as adjusted pursuant to the terms of this Lease, shall mean any and all operating expenses of the Property, Building and related areas (such as, by way of illustration but not limitation, the parking areas), computed on an accrual basis and including all expenses, costs, and disbursements of every kind and nature, which Landlord (i) shall pay; and/or (ii) become obligated to pay, including, but not limited to, the following: (i) Costs, wages and salaries of all persons engaged in the management, operation, repair, security or maintenance of the Property and Building, including, but not limited to, fringe benefits, taxes, insurance and any other benefits relating thereto; (ii) All supplies and materials used in the operation and maintenance of the Property and Building; (iii) Cost of water, sewage, electricity and other utilities furnished in connection with the ownershipoperation of the Building; (iv) Cost of all service agreements and maintenance for the Property and Building and the equipment therein, operationincluding, but not limited to, trash removal, security services, alarm services, window cleaning, janitorial service, HVAC maintenance, elevator maintenance, and grounds maintenance, and cost of all services described in subparagraph 8(a) below; (v) Cost of all insurance relating to the Property and Building including, but not limited to, the cost of casualty and liability insurance applicable to the Property and Building and Landlord’s personal property used in connection therewith; (vi) All Taxes (as hereinafter defined) and any reasonable consultants fees incurred with respect to issues or concerns involving the taxes or the Building, the Property, or both; (vii) Cost of repairs and general maintenance of the interior and exterior of the Property and Building (including, but not limited to, light bulbs and glass breakage; the redecorating, repainting, recarpeting and other such work of any common areas; heating, ventilation and air conditioning equipment; plumbing and electrical equipment; and elevators), parking areas, and landscaping; (viii) A management fee and other expenses incurred for the general operation and management of the PropertyProperty and Building, Seller and Buyer shall each receive a debit not to exceed 3% of gross revenues from the Building; (ix) An amortization cost due to any capital expenditures incurred (i) which have the effect of reducing or credit, as the case may be, for the difference between the Tenants’ current account balances for 2014 for limiting Operating Costs of the Property and Building, if such reduction or limitation inures to Tenant’s benefit (but only to the extent and in the amount of their respective that such Operating Costs reimbursable of the Property and Building are reduced); (ii) which may be required by governmental authority or by Landlord’s insurance carrier; or (iii) which are designed to Seller; providedprotect or enhance the health, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting safety or welfare of the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated tenants in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation Building or their invitees; (as defined belowx) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such thatAll assessments made, if the end of the operating expense year under the Lease was the Closing Datecharged, Seller would be obligated to refund money to the Tenant levied, assessed or accrued against Landlord by The Concourse Office Park Association, Inc.; (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid xi) Reasonable legal and accounting fees and expenses incurred by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant Landlord in connection with the yearmanagement, maintenance and repair of the Property; and (xii) Anything which could be classified as an Operating Cost under generally accepted accounting principles, consistently applied, but not specified or expressly set forth hereunder; provided such cost is reasonably consistent with operating costs of similar class A office buildings in the central perimeter submarket of Atlanta, Georgia. Excluded from “Operating Costs” are: (i) net recoveries which reduce expenses incurred by the Landlord including, but not limited to, those pursuant to legal or contractual warranties; (ii) costs or expenses incurred in connection with satisfying obligations of Landlord which are expressly provided in this Lease to be done at Landlord’s sole cost and expense; (iii) any expenses which are recovered by the Landlord under a contract, agreement, insurance policy or lease to which the Tenant is not a party, including such amounts which the Landlord would have been able to recover pursuant to insurance policies had the Landlord taken out and maintained the insurance coverage which is required pursuant to this Lease; (iv) costs of any replacement of to the structure of the Building or its integral systems including but not limited to footings, foundations, structural columns and beams, structural sub-end Operating Costs reconciliation process subject floors bearing walls, exterior walls, roofs, HVAC systems and components, which would be required to be capitalized under generally accepted accounting principles (“GAAP”); (v) costs and expenses considered to be capital expenses in accordance with GAAP, except as described in Section 3(b)(ix) above; (vi) any depreciation or notional interest charges thereon, except as expressly set out herein; (vii) costs and expenses incurred when Tenant was not a Tenant of the Building, such as the original construction costs of the Building, development or complex; (viii) costs and expenses incurred with respect to any risk which, according to the terms and conditions of this Lease, is not Tenant’s responsibility; (ix) financing, mortgage and interest charges on the capital retirement of debt of the Landlord and all payments of principal on such debt; (x) amounts expended by the Landlord related to the leasing of the Building, or any part thereof, including (1) marketing, advertising and promotional expenditures whether specifically for leasing or to promote the Building’s image or otherwise, (2) leasing commissions, (3) tenant inducements of any kind, and (4) the cost of any work related to portions of the Building occupied by other tenants of the building and vacant areas of the Building other than those designated as shared common areas; (xi) costs and expenses in connection with services or other benefits provided to another tenant or occupant of the Building; (xii) payments made under any ground or head lease or any legal or other costs incurred as a result of activities or disputes between the Landlord and its mortgagees, partners, shareholders or ground lessors; (xiii) bad debts, lost rents and any costs associated with the collection or attempted collection of such debts; (xiv) any unfunded pension or other benefits of any person described in Section 6.1(a3(b)(i). Notwithstanding ; (xv) any expenses (including, but not limited to fines, penalties, legal fees and interest) resulting from the foregoingLandlord’s failure to comply with this Lease, other tenants’ leases, any contracts laws, or resulting from the negligent acts or willful misconduct of the Landlord or its employees, agents or contractors; (xvi) any wages, salaries or other compensation paid to any employee not employed at least in part for or on behalf of the Building (provided that costs for employees working for or on behalf of the Building part-time must be allocated by Landlord on a pro rata basis to the Building); (xvii) any property management fees other than those fees which are consistent with similar buildings in the event area and which are consistent with the level of an Under Collectionservice provided by the Landlord. (xviii) any duplication of costs created by the Landlord charging a property management fees in addition to the salaries of its employees who are rendering the actual services that would otherwise be covered by the fee; (xix) other than the Property’s concierge services, Buyer shall pay up any compensation paid to $10,000 clerks, attendants or other persons in commercial concessions operated by Landlord or any affiliate of Landlord in excess of arms length compensation; (xx) legal, accounting and similar or related costs paid or incurred in connection with any sale, syndication, financing or refinancing involving the Building or any of Landlord’s interests therein; (xxi) costs or expenses related to Landlord’s cleaning, removal, remediation or compliance required due to the existence of any hazardous materials in, on or affecting the Building and/or land provided such contamination is not a result of the same Tenant’s actions or those for whom the Tenant is at law responsible; (xxii) costs for charitable or political contributions; (xxiii) costs of any rent loss or income loss insurance or additional casualty insurance premiums for the Building in excess of the standard rate paid by Landlord, which additional cost is attributable to Seller at Closingthe tenancy of any other tenant or occupant of the Building; (xxiv) costs of advertising and promotional for leasing space in the Building; (xxv) costs allocable to land held for future development that is not in direct support of the Building; (xxvi) any cost or expense incurred in connection with correcting latent defects in the Premises or the Property; (xxvii) Landlord’s actual costs incurred in bringing the Property into compliance with applicable laws with which the Property is not in compliance as of the date hereof, including, without limitation, building codes, fire safety regulations and the Americans with Disabilities Act. (xxviii) corporate, income or profit taxes assessed against the personal income of the Landlord; (xxix) the Landlord’s capital tax or any large corporation taxes; (xxx) business taxes levied against the business carried on by the Landlord or any other tenant of the Building; and (xxxii) local improvement taxes where attributable to the initial development of the Building; (c) The term “Tenant’s Share” shall mean the proportion that the rentable square footage of the Premises bears to ninety-five percent (95%) of the Total Building Rentable Area, or the average percentage of the Total Building Rentable Area actually leased in the Building for any calendar year, if such average is greater than ninety-five percent (95%) of the Total Building Rentable Area. Operating Costs for 2014 The average shall be reasonably estimated determined by adding together the parties if final bills are not available. At least 5 business days prior to total leased space on the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning last day of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller each month during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013in question and dividing by twelve (12). Tenant’s Share is used in this Lease to determine the portion of Operating Costs payable by Tenant, on a per square foot per annum basis. Notwithstanding anything to the Tenant Expense Reimbursements contrary contained herein, if the Building is not fully occupied during any calendar year, appropriate adjustments shall be made to determine Operating Costs as though the Building had been fully occupied in such calendar year for the entire calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysyear.

Operating Costs. To the extent Seller, as landlord under the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (Notwithstanding anything set forth in Section 6.3 to the extent contrary, Operating Costs shall not paid directly by Tenant)include: (a) Costs, common area maintenance including marketing costs, legal fees, space planners' fees, and other operating costs and expenses (collectively, “Operating Costs”) brokerage fees incurred in connection with the ownershiporiginal construction or development of the Center or the original or future leasing of the Center, operationand costs, including permit, license and inspection costs and allowances and other concessions, incurred with respect to the installation of tenant improvements made for new tenants in the Center or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space for tenants or other occupants (or prospective tenants or occupants) of the Center; (b) Depreciation, interest and principal payments on mortgages and other debt costs, if any, penalties and interest, costs of capital improvements and equipment designed to increase the leasable area of the Center; (c) Costs for which Landlord is reimbursed by any tenant or occupant of the Center or by insurance by its carrier or any tenant's carrier (or if Landlord fails to carry the insurance required to be carried by Landlord pursuant to this Lease, costs which would have been covered by insurance had Landlord obtained the coverage required to be carried under this Lease) or by anyone else, and electric power costs for which any tenant directly contracts with the local public service company; (d) Any bad debt loss, rent loss, or reserves for bad debts or rent loss; (e) Any amount paid as ground rental for the Center by Landlord; (f) All items and services for which Tenant or any other tenant in the Center reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement; (g) Costs, other than those incurred in ordinary maintenance and management of the Property, Seller and Buyer shall each receive a debit or credit, as the case may berepair, for the difference between the Tenants’ current account balances for 2014 for sculpture, paintings, fountains or other objects of art; (h) Any costs expressly excluded from Operating Costs and amount elsewhere in this Lease; (i) Costs arising from Landlord's charitable or political contributions; (j) Expenses directly resulting from the gross negligence or wilful misconduct of their respective Operating Costs reimbursable to Seller; providedLandlord, howeverits agents, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other servants or employees; (k) Rental for any uncollected Expense Reimbursements for the Tenant and the same shall be treated space in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation Center set aside for conference facilities, storage facilities or exercise facilities; (as defined belowl) The amounts of any payments by Landlord or to its affiliates for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days goods or otherwise in compliance with the lease obligations; provided, services in the event Center in excess of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant a competitive rate; and (m) Costs incurred in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoingsale, in the event of an Under Collection, Buyer shall pay up to $10,000 financing or refinancing of the same Center, including brokerage commissions, consultants', attorneys' and accountants' fees, closing costs, title insurance premiums, transfer taxes and interest charges; and (n) Costs incurred to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior comply with laws relating to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from removal or abatement of Hazardous Materials in or about the beginning Premises to the extent the existence of such Hazardous Materials is not the result of Tenant's occupancy or use of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysPremises.

Operating Costs. To (1) Tenant shall pay to Landlord Tenant's Proportionate Share of the extent Sellerannual Operating Costs (defined below). Landlord may make a good faith estimate of Tenant's Proportionate Share of Operating Costs to be due by Tenant for any calendar year or part thereof during the Term. During each calendar year or partial calendar year of the Term, as landlord under the LeaseTenant shall pay to Landlord, is currently collecting from Tenant under the Lease additional rent (collectivelyin advance concurrently with each monthly installment of Basic Rent, “Expense Reimbursements”) to cover taxes, insurance, utilities (an amount equal to the extent not estimated Tenant's Proportionate Share of Operating Costs for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and re-estimate the amount of Tenant's Proportionate Share of Operating Costs to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Tenant's Proportionate Share of Operating Costs payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall have paid directly all of Tenant's Proportionate Share of Operating Costs as estimated by Tenant), common area maintenance and other operating costs and expenses Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year. (collectively, “2) The term "Operating Costs”" means all expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Premises, determined in accordance with sound accounting principles consistently applied, including, without limitation, the following costs: (A) intentionally omitted; (B) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the common areas of the Land, excluding the interior of the Premises; (C) intentionally omitted (D) repairs, replacements, and general maintenance of the Premises including paving and parking areas, roads, roof repairs (but not replacement), , sweeping and removal of trash for the common areas, mowing and snow removal, landscaping and exterior painting, the cost of maintaining utility lines, fire sprinklers and fire protection systems, exterior lighting, and, to the extent the following items serve more than one tenant in the Premises, dock doors, drains and sump pumps; (E) a 2% management fee); (F) service, maintenance and management contracts with independent contractors for the operation, maintenance, management, repair, replacement, and security of the PropertyPremises; (G) intentionally omitted; (H) intentionally omitted; (I) the cost of any insurance deductibles for insurance required to be maintained by Landlord; and (J) costs for improvements made to the Premises (excluding Landlord’s Work) which, Seller and Buyer shall each receive a debit or creditalthough capital in nature, are expected to reduce the normal operating costs (including all utility costs) of the Premises, as amortized using a commercially reasonable interest rate over the case may beuseful economic life of such improvements estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, for as determined by Landlord using its good faith, commercially reasonable judgment, as well as capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority or any new interpretations of any Law hereafter rendered with respect to any existing Law, as amortized using a commercially reasonable interest rate over the difference between useful economic life of such improvements as determined by Landlord in its reasonable discretion. If the Tenants’ current account balances for 2014 for Premises is part of an industrial park complex (the "Complex"), Operating Costs, Taxes (defined below) and Insurance Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such the Complex may be prorated among the Premises and the other buildings of the Complex, as reasonably determined by Landlord based on square footage and expenses actually shared. Landlord hereby acknowledges that, if the end as of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event date of an Under Collectionits signature hereto, the amount Premises is not part of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closinga Complex. Operating Costs shall not include costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior (i) capital improvements made to the Closing DatePremises, Seller shall provide Buyer with a reasonably detailed reconciliation other than capital improvements described in Section 4(b)(2) (J) and except for items which are generally considered maintenance and repair items, such as painting of common areas, replacement of carpet in elevator lobbies (if any), and the like; (ii) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant showing all Operating Costs incurred by Seller from or other third parties; (iii) interest, amortization or other payments on loans to Landlord; (iv) depreciation; (v) leasing commissions; (vi) legal expenses for services, other than those that benefit the beginning Building or Land generally (e.g., tax disputes); (vii) Taxes; (viii) Insurance Costs; and (ix) renovating or otherwise improving space for occupants of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all Premises or vacant space in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysPremises.

Operating Costs. To (a) In each year of the extent SellerTerm, the Tenant will pay to the Landlord in addition to the Minimum Rent specified in Paragraph 4 hereof, as landlord under further additional rent, the Lease, is currently collecting from Tenant under Tenant’s proportionate share (as hereinafter defined) of the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating Landlord’s costs and expenses of maintaining, operating, insuring, repairing, replacing, restoring, supervising and administering (collectively, collectively “Operating Costs”) the Building and the Common Areas and Facilities, such costs and expenses to include, without limitation (i) the total costs and expenses incurred by the Landlord in insuring the Building pursuant to Paragraph 10(a)(i) hereof; (ii) real property taxes (including school taxes and local improvement taxes and rates) and all business and other taxes, if any, from time to time payable by the Landlord which are levied or assessed or allocated by the Landlord pursuant to Paragraph 9(c) hereof, against or in respect of the Common Areas and Facilities or against the Landlord on account of its ownership thereof, capital taxes, and tax of any kind on rentals (iii) all expenses incurred or paid by the Landlord in connection with operating, maintaining, managing, lighting, cleaning (including without limitation, the ownership, operation, maintenance supply of utilities and management services in respect of the PropertyCommon Areas and Facilities, Seller snow and Buyer ice removal and clearance), supervising, policing, landscaping, repairing and replacing the Building and all Common Areas and Facilities, including, without limitation, all monies paid to persons, firms or corporations employed by the Landlord to perform same; and (iv) an administration fee of fifteen percent (15%) of Operating Costs. (b) The term “proportionate share” as used in this Paragraph 11 and elsewhere in this Lease, shall each receive mean a debit fraction, the numerator of which is the rentable area of the Leased Premises and the denominator of which is the total rentable area of the Building. The Tenant’s proportionate share is approximately 11.5%. (c) The amounts payable by the Tenant pursuant to this Paragraph 11 may be estimated by the Landlord for such period or creditperiods as the Landlord may determine from time to time, and the Tenant shall pay to the Landlord the Tenant’s proportionate share as so estimated of such amounts in monthly instalments in advance during such period together with all other rental payments provided for in this Lease. Notwithstanding anything contained in this subparagraph (c) to the contrary, at such time as the Landlord expends any money or incurs any charges or expenses in respect of the cost of maintaining, operating, repairing, replacing or administrating the Building and the Common Areas and Facilities thereof, pursuant to Paragraph 11 (a) hereof, or, as soon as bills for all or any portion of the case amounts so estimated by the Landlord, as aforesaid, are received, the Landlord may be, thereafter ▇▇▇▇ the Tenant for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for Tenant’s proportionate share thereof (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate aforesaid, which have not already been so applied) and the same Tenant shall be treated in forthwith pay to the same manner Landlord upon demand such amounts so expended or billed, as uncollected rent is treated in Section 6.1(a)additional rent. To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if At the end of the operating expense year under period for which such estimated payments have been made, the Lease was the Closing Date, Seller would be obligated to refund money Landlord shall deliver to the Tenant (an “Over Collection”)audited statement of the actual amounts and costs referred to in this Paragraph 11 and the determination of the Tenant’s proportionate share thereof, rather than collect additional money from and if necessary, an adjustment shall be made between the parties hereto. If the Tenant (an “Under Collection”)shall have paid in excess of such actual amounts, said Over Collection the excess shall be refunded by the Landlord within 30 days after delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay to the Landlord any such extra amount or amounts with the next monthly payment of Minimum Rent. Any dispute by Seller to Buyer at the Closing as a settlement Tenant of any item on the statement credit and Buyer shall pay said Over-Collection provided to the Tenant within 30 days or otherwise in compliance with by the lease obligations; providedLandlord pursuant to this Paragraph 11(c) must be brought to the attention of the Landlord, in the event writing, within two (2) months of an Under Collection, the amount deemed receipt of the Under Collection shall be paid statement by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 Paragraph 28 hereof or shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysforever barred.

Operating Costs. To the extent SellerTenant shall pay Lessor, as landlord under Additional Rent, Tenant’s Pro Rata Share of Operating Costs for each calendar year during the Term. For the purposes of this Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, phrase “Operating Costs”” shall be all costs which Lessor may pay or incur in owning, maintaining, and operating the Building, Common Areas and Property, which costs are defined to include, but shall not be limited to: (i) All non-capital expenditures incurred in connection with the ownershipmanagement, operationmaintenance, maintenance repair, service, and management replacement of the Property, Seller the Common Areas, and Buyer the Building, including, without limitation, the following: management fees equal to four percent (4%) of the Minimum Rent hereunder; fire and building alarm monitoring services; fire sprinkler inspections: cleaning and janitorial services; snow removal, landscaping and grass cutting; parking lot upkeep, resealing and restriping; all utilities not otherwise dealt with elsewhere herein; and all necessary repairs and maintenance to the Property and the elements, systems, and components thereof. Tenant shall provide and pay for its own garbage collection; (ii) The cost of all insurance, including, but not limited to: fire; casualty; umbrella policy; liability and rent loss insurance applicable to the Building, Common Areas, Property, and Lessor’s personal property used in connection therewith; and such other insurance as may from time to time be determined by Lessor to be necessary or appropriate, or as from time to time may be required by Lessor’s lender or any other holder of a mortgage interest in the Property. Tenant’s Pro Rata Share of Operating Costs shall be paid by Tenant at the following times and in the following manner: On the first day of each receive month during the Term, Tenant shall pay to Lessor a debit or creditsum equal to one-twelfth (1/12) of Lessor’s estimate of Tenant’s Pro Rata Share of Operating Costs for the calendar year; within thirty (30) days after the end of the calendar year, as the case may be, for the difference between the Tenants’ current account balances for 2014 for estimated and actual Operating Costs shall be determined and amount adjusted between Lessor and Tenant, as appropriate. For calendar years in which this Lease commences or terminates, the provisions of their respective this section shall apply, but Tenant’s liability for its Pro Rata Share of Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in subject to a pro rata adjustment, based upon the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for number of days of said calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such thatduring which the Term is in effect. This Lease is intended to be a net lease, if the end of the operating expense year and notwithstanding any law, all Rents and other sums payable under the this Lease was the Closing Date, Seller would be obligated to refund money to the by Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection whether as Rents or otherwise shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days without offset, counterclaim, abatement or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Datedefense, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers this Lease shall not be prorated between Seller and Buyer. Prior subject to Closing, Seller shall reconcile with the termination by Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant by reason of any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the cause whatsoever unless such right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysterminate is expressly set forth in this Lease.

Operating Costs. To Debt service and leasing commissions payable by Landlord shall be excluded from any computation of Operating Costs. Prime Lease shall mean that certain long term lease agreement dated March 21, 1985 by and between The Economic Development and Industrial Corporation of Boston, a corporation organized under the extent Sellerlaws of the Commonwealth of Massachusetts, as landlord under Prime Lessor and Landlord as Prime Lessee, covering the Lease, Building and certain real property on which the Building is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”) in connection with the ownership, operation, maintenance and management of the Property, Seller and Buyer shall each receive a debit or creditsituated, as the case same may bebe amended from time to time. Project shall mean the Building, for the difference between land upon which the Tenants’ current account balances for 2014 for Operating Costs Building is situated and amount all other improvements now or hereafter situated on such land. Trade Fixtures shall mean any and all signs placed by Tenant within the Leased Premises pursuant to provisions hereof and any and all items of their respective Operating Costs reimbursable to Sellerproperty used by Tenant in the Leased Premises including, but not limited to, furniture and equipment; provided, however, thatthat the term “Trade Fixtures” shall not include any permanent leasehold improvements including, except as specifically set forth hereinbut not limited to, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and floor, wall or ceiling coverings, any interior walls or partitions, any lighting fixtures, track lights or any property a part of or associated with any electrical, plumbing or mechanical system, notwithstanding that the same shall be treated in may have been installed within the same manner as uncollected rent is treated in Leased Premises. Section 6.1(a)8.2. Exhibits, Supplements and Riders. The Exhibits, Supplements and Riders attached to this Lease are hereby incorporated herein and hereby made a part of this Lease. To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end terms of the operating expense year under the Exhibit E attached to this Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance are inconsistent with the terms of Section 6.1(a)this Lease, the Exhibit E terms shall be deemed to modify the terms of this Lease. Notwithstanding IN TESTIMONY WHEREOF, the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 parties hereto have executed this Lease as of the same to Seller at Closingday and year first above written. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available“LANDLORD” BOSTON DESIGN CENTER LLC, a Delaware limited liability company By: VORNADO REALTY L.P., its managing member By: VORNADO REALTY TRUST, its general partner By: /S/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. At least 5 business days prior to the Closing ▇▇▇▇▇▇▇ Date: 3/24/06 Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ “TENANT” BOSTON BEER CORPORATION By: /S/ ▇▇▇ ▇▇▇▇ Date: March 22, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, 2006 Title: Chairman Hereunto Duly Authorized [ * ] Indicates that information has been omitted and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile filed separately with the Tenant Securities and Exchange Commission pursuant to a request for confidential treatment. Exhibit A — Floor Plan Exhibit B — Building Rules and Regulations Exhibit C — Non-Discrimination and Employment Requirements Exhibit D — Rental Payment Schedule Exhibit E — Terms & Conditions Exhibit F — Authorization Agreement for Automatic Rental Payments Exhibit G — EDIC Form SNDA Exhibit H — Tenant’s Work [ * ] Indicates that information has been omitted and filed separately with the calendar year 2013, the Tenant Expense Reimbursements Securities and Exchange Commission pursuant to a request for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection confidential treatment. EXHIBIT A {see attached Floor Plan} (Image of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 days.Floor Plan)

Operating Costs. To Tenant shall pay Landlord as Additional Rent, Tenant’s Pro-Rata Share (as defined hereunder) of the extent SellerOperating Costs, as landlord under follows: (a) Operating Costs are hereby defined as all of the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectivelywhich are incurred or accrued by Landlord in maintaining, “Operating Costs”) in connection with managing, insuring, repairing or operating the ownership, operation, maintenance Building and management the remainder of the Property, Seller under generally accepted accounting principles, including, but not limited to security; common area maintenance; landscaping; sales or use taxes on supplies or services; management and Buyer shall each receive a debit administrative fees, the cost of Landlord’s insurance, legal and accounting fees and expenses; and engineering fees and expenses; and window cleaning and janitorial expenses. (b) Operating Costs do not include Real Estate Taxes (as hereinafter defined), lease payments made by Landlord on any ground lease(s), interest or creditother financing costs of Landlord, depreciation of improvements which are in existence or under construction as of March 1, 2009 other than under generally accepted accounting principle, depreciation of tenant improvements other than under generally accepted accounting principles, or any costs or expenses incurred or accrued exclusively for the benefit of specific tenants. (c) Tenant's Pro-Rata Share is defined for purposes of this lease, as Tenant’s leasable area, which is hereby agreed to be approximately 31,583 square feet, divided by the case may beleasable area of the Building, for the difference between the Tenants’ current account balances for 2014 for which is hereby agreed to be approximately 360,000 square feet, Tenant’s Pro-Rata share is therefore 8.77%. (d) Tenant’s Operating Costs and amount shall be payable by Tenant within twenty (20) business days after a reasonably detailed statement of their respective Operating Costs reimbursable actual expenses is presented to Seller; providedTenant by Landlord. At Landlord's option, however, that, except as specifically set forth herein, in no event shall either party Tenant’s Pro-Rata Share of annual Operating Costs may be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant estimated by Landlord from time to time and the same shall be treated payable monthly or quarterly, as Landlord may designate, during each twelve (12) month period of the Term, on the same day as the monthly Base Rent is due hereunder. In the event that Tenant pays Landlord's estimate of Tenant's Pro-Rata Share of Operating Costs as described in the same manner as uncollected rent is treated in Section 6.1(a). To preceding sentence, Landlord shall deliver to Tenant within ninety (90) calendar days after the extent that the CAM Reconciliation (as defined below) for expiration of each calendar year 2014 reveals that Seller has overa reasonably detailed statement showing Tenant's Pro-collected Expense Reimbursements such that, if the end Rate Share of the operating expense actual Operating Costs incurred during the preceding year. If Tenant's payments under this paragraph during such preceding year under the Lease was the Closing Dateexceed Tenant's Pro-Rata Share as indicated on such statement, Seller would Tenant shall be obligated to refund money entitled to the prompt cash reimbursement of such overpayment. If Tenant's payments under this paragraph during such preceding year were less than Tenant's Pro-Rata Share as indicated on such statement, Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, Landlord the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow deficiency within 5 thirty (30) business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated delivery by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted Landlord to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysstatement.

Operating Costs. To Tenant shall also pay to Landlord as Additional Rent hereunder, Tenant’s Share of “Complex Operating Costs” (as hereinafter defined) in equal monthly installments based upon Landlord’s reasonable estimate of such Complex Operating Costs. By April 1st of each year, Landlord shall provide Tenant with an accounting of such “Complex Operating Costs” for the extent Sellerprior year, as landlord under the Leaseand Tenant shall pay Landlord any balance owing within thirty (30) days. If Landlord has collected in excess of expenses, is currently collecting from Tenant under the Lease additional rent shall receive a credit against future payments of Tenant’s Share of Complex Operating Costs. (collectively, “Expense Reimbursements”i) The Basic Rent shall be net to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating Landlord such that all costs and expenses (collectively, “Operating Costs”) in connection with the ownership, Complex (other than Landlord’s debt service) shall either be paid directly by the various tenants or paid by Landlord and allocated among the various tenants. It is further understood that the only obligations of Landlord to effectuate operation, maintenance and management repair of the PropertyComplex are those set forth in Section 9 hereof. “Complex Operating Costs” as used herein shall mean all costs incurred by Landlord in operating, Seller maintaining and Buyer repairing the Complex including, without limitation; the cost of clearing snow and ice; trash, garbage and other refuse removal; the cost and expense of gardening and landscaping; Landlord’s insurance including bodily injury, public liability, property damage liability, fire and extended coverage or all risk insurance covering the Complex, rent insurance; water and sewer charges; repairs to the building and building improvements and other parts of the Complex; re-striping parking areas; repair to parking areas; painting; maintenance and repairs of traffic and directional signs and equipment; extermination; electrical, water or other utility charges serving the Common Areas; policing and regulating traffic; structural repairs and roof maintenance; a reserve equal to 8% of the estimated cost for resurfacing the parking area; 5% of all of the foregoing to cover Landlord’s administrative supervision, overhead and general conditions costs; and all other similar costs properly chargeable to such operation, maintenance and repair. Excluding therefrom only the costs and expenses required of Landlord pursuant to Section 5(a)(ii). hereof. Landlord shall each receive a debit or credit, as the case may be, for the difference between the Tenants’ current account balances for 2014 for provide Tenant with an annual itemized estimate of all Complex Operating Costs and amount an annual reconciliation of their respective actual amounts of Complex Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end against estimated Complex Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysCosts.

Operating Costs. To (a) It is expressly agreed that Tenant will pay in addition to Fixed Basic Rent provided in Paragraph 3 above, Additional Rent for all of Landlord's costs of operating and maintaining the extent SellerBuilding so that the Fixed Basic Rent shall be absolutely net to Landlord, except as otherwise specifically set forth in this Lease. Tenant shall pay to Landlord, as landlord under Additional Rent, Tenant's Percentage, as defined in the Lease, is currently collecting from Tenant under Preamble of all operating and maintenance costs incurred by Landlord for the Building and Office Building area for any Calendar Year (or proportionate part thereof if the Lease additional rent was not in effect during the entire Calendar Year (collectively"Operating Costs Payment") Operating costs shall include, “Expense Reimbursements”by way of illustration and not of limitation: personal property taxes; management fees at an initial rate of $40,000.00 with reasonable yearly increases thereafter of five (5%) to cover percent; labor, including all wages and salaries; fringe benefits; social security taxes, and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and cleaning services, maintenance for structural and non-structural repairs whether ordinary or extraordinary; maintenance and service contracts; the cost of all HVAC, electric, water, sewer, gas and other utilities for the Building, common facilities and common areas not otherwise billed to Tenant, but not including utility and energy costs for which any other tenant is to pay separately pursuant to a check meter or other measuring device; painting; wall and window washing; laundry and towel service; tools and equipment; fire and other insurance, utilities trash removal, repair, maintenance and replacement of roofs, parking area, curbs and walkways; snow removal; public amenities; and all other items properly constituting direct operating costs according to standard accounting practices, provided that the contract price charged to Landlord for all of the above shall be at commercially reasonable prices usually charged for similar buildings in similar locations (hereinafter collectively referred to as the "Operating Costs"), but not including, brokerage commissions, leasing commissions, finder's fees, space planner fees and other similar type fees, salaries and fringe benefits for Landlord's executives above the rank of building manager; costs of repairs or replacements incurred by reason of fire or other casualty or condemnation; costs for constructing a tenant installation for any individual tenant at the Building, or amounts contributed to any such tenant in lieu thereof, or any other tenant allowances granted as an inducement to enter into a lease; amounts received by Landlord through proceeds of insurance or by any manufacturer's warranty to the extent not paid directly by Tenant), common area maintenance the proceeds are compensation for expenses which were previously included in Operating Costs hereunder; advertising and promotional expenditures; costs incurred or any specific compensation Landlord receives in performing work or funishing services for any new or existing tenant in the Building;rent and other operating costs and expenses (collectively, “Operating Costs”) charges payable in connection with the ownership, operation, maintenance and management any ground or underlying lease; amounts paid to affiliates of Landlord in excess of the Propertyamounts that would have been paid absent such relationship; costs of any special services rendered to a tenant of the Building which is not rendered generally to tenants therein; interest or penalties for late payments by Landlord; refinancing costs; legal, Seller appraisal and Buyer shall each receive a debit auditing fees and court costs in connection with leasing space in the Building or credit, as in connection with proceedings or applications to reduce real estate tax assessments; all expenses for which Landlord has received reimbursement and any fines or penalties imposed by legal authorities having jurisdiction thereof by reason of such existing violations; rent payable with respect to any leasing office; management fees in excess of those referred to herein; costs incurred in operating the case may be, parking facilities for the difference between Building except to the Tenants’ current extent the cost of operating the parking facilities exceeds the revenues generated from operating the parking facilities; and costs incurred to test, survey, cleanup, contain, abate, remo▇▇, ▇r otherwise remedy hazardous waste or asbestos-containing materials from the Property unless the waste or asbestos-containing materials were in or on the Property because of Tenant's negligence or willful acts or omissions; depreciation of Building; interest, points and fees on debt or amortization on any mortgage or mortgages encumbering the Building and/or the land on which the Building is situated; income or excess profits taxes; costs of maintaining Landlord's corporate existence; franchise taxes; and expenditures required to be capitalized for federal income tax purposes, inclusive of renovations to and replacement of the Building and equipment, (which expenditures shall be amortized over their useful life in accordance with generally accepted accounting principles, consistently applied, and such amortization shall be included as an Operating Cost expense), unless said expenditures are for the purpose of reducing Operating Costs within the Building and Building Area or are required under any governmental law, ordinance or regulation, in which event the costs thereof shall be included. (b) Commencing as of the Commencement Date, Tenant shall pay its Tenant's Percentage of the Operating Costs. Tenant shall make estimated payments on account balances for 2014 of Tenant's Percentage of these Operating Costs in monthly installments in advance on the first (1st) day of each month, equal to One-Twelfty (1/12th) of Tenant's Percentage of the Landlord's expenditures for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and Calendar Year or part thereof immediately preceding the same year in which to be made. Monthly payments in the first full or partial Calendar Year commencing with the Commencement Date shall be treated in the same manner as uncollected rent is treated in Section 6.1(aTEN THOUSAND AND 00/100 ($10,000.00). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 days.

Operating Costs. To Tenant agrees that the extent Sellercost of operating, managing, repairing and maintaining the Office Parcel, including the Building and the Common Area, in such manner as landlord under Landlord may deem appropriate for the Lease, is currently collecting from Tenant under best interests of the Lease additional rent tenants of the Building (collectively, “Expense Reimbursements”) all of such costs to cover taxes, insurance, utilities (be referred to herein as the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”) shall be apportioned among the tenants of the Building. Tenant agrees to pay its pro rata share of the Operating Costs, but only to the extent that such costs exceed the expense stop specified in connection Section 1, in the manner hereinafter set forth. 10.1.1 Except as provided otherwise in Section 10.1.3, Tenant’s pro rata share of the Operating Costs (including taxes and assessments under Section 8.3) shall be the proportion that the floor Area of the Premises bears to the total building rentable area of the Building (the “Floor Area of the Building”), provided that Landlord shall first allocate Operating Costs incurred with respect to the Development, in a manner selected by Landlord in good faith in its reasonable discretion, among different buildings or groups of buildings or parcels of land within the Development. The Floor Area of the Building shall be measured in accordance with BOMA. The Operating Costs for the fiscal year in which this Lease commences or terminates shall be apportioned so that Tenant shall not be responsible for costs that relate to periods prior to or subsequent to the Lease Term except any period of holding over. 10.1.2 Operating Costs shall include but not be limited to all costs of operating, managing, repairing and maintaining the Office Parcel or any part thereof in a manner deemed by Landlord to be reasonable and appropriate, including but not limited to all costs and expenses, whether expended or incurred, of: (i) heating, ventilating, air conditioning, lighting, securing, cleaning, painting, refurbishing and otherwise maintaining the Office Parcel or any part thereof; (ii) cleaning windows, removing rubbish and debris and providing janitorial services; (iii) inspecting, policing, providing security and regulating traffic; (iv) renting sweepers, trucks and other equipment and purchasing janitorial, lighting and other supplies; (v) depreciating (over a period not exceeding sixty (60) months) machinery and equipment and other non-real estate assets used in the operation and maintenance of the Office Parcel; (vi) repairing and/or replacing paving, roofs, curbs, walkways, landscaping, drainage, on-site water lines, sanitary sewer lines, storm water lines, plumbing, heating, ventilating and air conditioning systems, floors, electric lines and other equipment and systems serving the Office Parcel or any part thereof; (vii) renting or buying uniforms and replacement uniforms; (viii) maintaining such liability, property, business interruption insurance and any other insurance coverages customarily obtained for projects similar to the Office Parcel, with such policies and companies and in such limits as selected by Landlord; (ix) complying with the ownershipAmericans with Disabilities Act and any environmental or other laws, operationrules, maintenance regulations, guidelines or orders enacted after the date of this Lease: (x) employing property management services; (xi) protesting or paying any taxes and management assessments imposed on or levied against the Office Parcel; (xii) providing electricity and other utilities to tenants of the PropertyBuilding, Seller and Buyer shall each receive a debit or credit, as (xii) providing janitorial and light replacement services to tenants of the case may be, for the difference between the Tenants’ current account balances for 2014 for Building. Operating Costs shall not include: (i) income, estate and amount inheritance taxes levied against Landlord; (ii) taxes paid by any tenant under Section 8; (iii) depreciation, capital investment items (except as provided above) and debt service; (iv) costs of their respective leasing space in the Building, including leasing commissions and leasehold improvement costs; (v) the cost of utilities separately metered to any tenant or resulting from Excess Consumption under Section 13 and billed directly to that tenant; (vi) the cost of special services provided to any tenant and billed directly to that tenant; and (vii) repairs and maintenance paid by proceeds from insurance or tenants. In the event of any dispute as to whether an item represents an expense or a capital item. Landlord’s accounting practices shall be determinative and binding on the parties. 10.1.3 The Building’s Operating Costs reimbursable shall be adjusted to Seller; providedreflect the level of occupancy such that the cost of services provided to tenants, howeversuch as janitorial services and air conditioning, thatwhich are not provided to vacant space or are provided to vacant space to a reduced degree, except as specifically set forth herein, in are distributed among those tenants enjoying the services. The adjustment shall be made based on sound accounting principles to project costs at a 95% occupancy level whenever the actual occupancy rate is less than 95%. In no event shall either party the adjustment result in reimbursement to Landlord of an amount in excess of actual costs incurred by Landlord. Notwithstanding anything to the contrary herein. Tenant’s share of that portion of the Operating Costs which is attributable to property management services shall be responsible equal to four percent (4%) of the total of all Base Rent, Operating Costs (exclusive of costs for crediting the property management services) and other sums (except for any uncollected Expense Reimbursements rent tax or other transaction privilege taxes provided for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below8.2) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysunder this Lease.

Operating Costs. To A. The term, “Operating Costs,” means the extent Selleractual, as landlord under the Lease, is currently collecting from Tenant under reasonable costs and expenses required of Landlord pursuant to this Lease which are incurred by Landlord during the Lease additional rent Term with respect to the operation, maintenance, management and repair of the Property, including, but not limited to: (i) any Landlord Repairs of the Property performed by Landlord pursuant to Section 13.03 of this Lease below; (ii) a management fee equal to 1.5% of the Base Monthly Rent owed Landlord; and (iii) the cost of all insurance required to be paid by Landlord with respect to the Premises pursuant to this Lease. Notwithstanding the foregoing, Operating Costs will not include: (a) any costs which, under generally accepted accounting principles, consistently applied, are of a capital nature (including rental costs for equipment and services that would be considered capital in nature) (a “Capital Cost”), except as set forth in Section 5.02A(2), (b) any costs incurred by Landlord in the performance of the Landlord Work, (c) any costs incurred by Landlord by reason of any breach of this Lease by Landlord (including any of Landlord’s representations and warranties contained herein), or the negligence or intentional misconduct of Landlord or its agents, invitees, representatives, employees, directors, officers, shareholders, Affiliates, consultants, independent contractors, successors and assigns (collectively, “Expense ReimbursementsLandlord Parties”), or any violation of Requirements by Landlord or any Landlord Party, (d) any costs incurred by Landlord in connection with the performance of its warranty obligations described in Article 2 hereof, (e) costs of repairs, restoration, replacements or other work occasioned by fire or other casualty or an insurable nature, or the exercise by governmental or quasi-governmental entities of the right of eminent domain, (f) interest and amortization of funds borrowed by Landlord, or rent under any ground lease or master lease entered into by Landlord, (g) costs, fines, penalties or fees incurred due to cover taxesLandlord’s failure to make any payment when due (except as set forth in Section 5.02A(1)), insurance, utilities (h) costs incurred for any items to the extent not paid directly covered by Tenantany warranty, (i) the costs of items provided by Affiliates of Landlord to the extent that such costs exceed reasonable and customary charges for such services and Tenant acknowledges that the 1.5% management fee set forth above is reasonable, (j) costs in the nature of indemnification obligations of Landlord or any Landlord Party, (k) costs of complying with Landlord’s obligations under Section 7.05 hereof or any other costs or expenses incurred in connection with the remediation of any Hazardous Waste (including any cost or expense incurred in connection with any government investigation, order, proceeding or report with respect thereto), common area maintenance and other operating (l) leasing commissions, (m) costs and expenses (collectivelyincluding court costs, attorneys’ fees and disbursements) related to or in connection with disputes with any holder of a mortgage or by or among any persons having an interest in the Landlord or the Premises, (n) costs incurred in connection with a sale, lease or transfer (including testamentary transfers) of all or any part of the Premises or any interest therein, or of any interest in Landlord, or in any person comprising, directly or indirectly, Landlord or in any person having an equity interest, directly or indirectly in Landlord, (o) the cost of any “Operating Costs”) tap fees” or one-time lump sum sewer or water connection fees for the Property payable in connection with the ownership, operation, maintenance and management initial construction of the Property, Seller (p) all costs and Buyer expenses (including utilities) payable directly by Tenant, (q) costs and expenses incurred by Landlord associated with the operation of the business of the legal entity or entities which constitute Landlord (as opposed to operation of the Premises), (r) property management fees in excess of 1.5% of the Base Monthly Rent owed Landlord, (s) Real Property Taxes, or (t) any other cost or expense which is not normal and customary operating expense in comparable buildings in the Las Vegas, Nevada metropolitan area. Tenant shall each receive also pay as a debit or credit, as the case may be, for the difference between the Tenants’ current account balances for 2014 for part of Operating Costs (I) the expenses attributable to the Land and amount payable under that certain Reservation of their respective Operating Costs reimbursable Easements and Declaration of Restrictive Covenants For Fire Equipment and Other Facilities dated as of the date hereof and (II) Tenant’s share of the expenses attributable to Seller; providedthe Land payable under that certain Reciprocal Grant of Easement with Covenants and Restrictions Affecting Land dated February 12, however2003 and recorded February 18, that, except 2003 in Book 20030218 as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated Document No. 01839 in the same manner as uncollected rent is treated in Section 6.1(a). To official records of C▇▇▇▇ County, Nevada (the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over CollectionExisting Declaration”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 days.:

Operating Costs. To (a) Subtenant shall pay monthly as Additional Sublease Rent, along with monthly installments of Sublease Base Rent, one twelfth (1/12th) of Subtenant’s Proportionate Share (as hereinafter defined) of certain annual costs incurred by Sublandlord during any calendar year falling entirely or partly within the extent SellerTerm in connection with maintaining and operating the Facility and providing the Facility services pursuant to Section 5.5 below (the “Operating Costs”). Subject to adjustments, as landlord under if any, in accordance with Section 3.3(e) hereof, the Lease, is currently collecting from Tenant under term “Operating Costs” will include only the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectivelywhich shall in all cases be net of any discounts, credits, reimbursements and rebates received by Sublandlord) for the maintenance and operation of the Premises and providing those services provided by Sublandlord as described in Section 5.5(a) hereof. The term “Operating Costs”” will not include the following costs and expenses: (A) electricity and compressed air to the Subleased Premises which is separately metered; (B) capital improvements to the Facility; (C) interest, fines or penalties for late payment or violations of applicable laws, rules or regulations by Sublandlord, if any; (D) legal, auditing, consulting and professional fees and other costs paid or incurred in connection with financings, refinancings or sales of any interest in Sublandlord or of Sublandlord’s interest in the Premises, or in connection with the ownership, operation, maintenance and management Master Lease (except as expressly set forth in this Sublease); (E) the cost of any items to the extent to which such cost is reimbursed to Sublandlord by tenants or other occupants of the PropertyPremises (other than pursuant to this Section), Seller and Buyer shall each receive other third parties, or is covered by a debit or credit, as the case may be, for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable warranty to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that of reimbursement for such coverage; (F) the CAM Reconciliation cost of repairs or replacements incurred by reason of fire or other casualty, or condemnation; (G) damage and repairs necessitated by the negligence or willful misconduct of Sublandlord or its employees, contractors, licensees or agents; and (H) the cost of remediation and removal of “Hazardous Materials” (as defined belowin Section 19.1(a) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year Master Lease) in the Facility or on the Land (it being understood and agreed that Subtenant shall nonetheless be responsible under Article XIX of the Master Lease was the Closing Date, Seller would be obligated to refund money for all costs of remediation and removal of Hazardous Materials to the Tenant extent caused by Subtenant or its employees, contractors, licensees or agents). (an “Over Collection”), rather than collect additional money from b) Commencing on or about the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit Sublease Commencement Date and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Datefirst day of each calendar year thereafter during the Term, Seller Sublandlord shall provide Buyer with submit to Subtenant a reasonably detailed reconciliation for Tenant showing all statement (“Annual Operating Costs incurred by Seller from Statement”) setting forth Sublandlord’s reasonable estimate of (i) the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by expected to be incurred during such calendar year, together with supporting documentation relating to such costs and expenses, and (ii) Subtenant’s Proportionate Share thereof. Sublandlord may revise such Annual Operating Costs Statement from time to time during the Tenant directly Term; provided that Sublandlord shall not do so more than once in any calendar year and then only if there would be an aggregate increase of more than twenty-five percent (25%) in the estimated Operating Costs. Notwithstanding anything to the applicable service providers contrary, Sublandlord’s failure to timely deliver the Annual Operating Costs Statement shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing a default hereunder and shall have not waive any obligation on the right part of Subtenant to collect any Under Collection pay Subtenant’s Proportionate Share of Expense Reimbursement for calendar year 2013 for 180 days following Operating Costs and Subtenant shall continue to pay Subtenant’s Proportionate Share of Operating Costs as set forth in the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount most recently delivered Annual Operating Costs Statement until a revised Annual Operating Costs Statements is delivered to Seller within 10 daysSubtenant.

Operating Costs. To In the extent Sellerevent Operating Costs (hereinafter defined) for any future calendar year are greater than the Operating Costs for the first calendar year, such first calendar year to be defined for the purposes of this paragraph to mean the calendar year 2010 (subject to adjustment as hereafter provided), whether during the Initial Lease Term or any renewal period(s), Tenant shall pay Landlord, as landlord under Additional Rent for each such future calendar year, an amount equal to 23.98% (the “Tenant’s Proportionate Share”) of the increase in Operating Costs. Tenant’s Proportionate Share is determined by dividing the rentable square footage of the Leased Premises (approximately 29,935 square feet) by the total square footage on the Property (approximately 124,838 square feet). In the event that the Landlord shall furnish during calendar year 2010 any utility or service which is included in the definition of Operating Costs to less than 95% of the rentable area of the Building because (i) the average occupancy level of the Property for the year was not 95% or more of full occupancy, (ii) any utility or service is not required by or provided to one or more of the tenants or occupants of the Building, or (iii) any tenant or occupant is itself obtaining or providing any such utility or services, then the Operating Costs for calendar year 2010 shall be adjusted to equal the total expenses that Landlord reasonably estimates it would have incurred if Landlord had provided all such utilities and services to all tenants and occupants in the Building, and shall be allocated among the tenants by the Landlord to reflect those costs which would have occurred had the Building been 95% occupied during calendar year 2010 and such utilities and services provided to all tenants. As used in this Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, term “Operating Costs”) ” shall mean the aggregate of all reasonable and proper expenses and costs incurred and paid by Landlord for operating the Property. Such expenses and costs shall be those that are usual and customary as found in connection with the ownershipoperation of other first class office buildings and shall include, operationbut not be limited to, maintenance all expenses and management costs that are required to operate, maintain or repair the building and outside areas of the Property, Seller the cost of capital improvements designed to protect the health and Buyer shall each receive a debit or creditsafety of the tenants in the building, the cost of all alterations and improvements to the building that are necessary to comply with the ADA (as the case may be, for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant hereinafter defined) and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation cost of monitoring and maintaining suitable indoor air quality (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money including regular inspections and repairs to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”building HVAC system). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not include any management fees in excess of five percent (5%) of the gross rents nor any administrative (or similar fee) based on a percentage of the Operating Costs. Such expenses and costs shall not include as Operating Costs any items for which Landlord will be prorated between Seller compensated by insurance or by reimbursement by a particular tenant or costs directly borne by others. Upon Tenant’s request, Landlord will provide Tenant a detailed list and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection accounting of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysOperating Costs.

Operating Costs. To Prior to the extent Sellercommencement of the term of this Lease and prior to March 1 of each calendar year thereafter, or as landlord under soon thereafter as practicable, Landlord shall furnish Tenant with a written statement of the Leaseestimated operating costs per square foot of gross rentable area of the Building for such calendar year. During the remainder of such calendar year, Tenant shall pay Landlord at the times that the monthly Base Rent is currently collecting from due and payable hereunder an amount equal to one-twelfth (1/12) of the product of the number of gross square feet in the Premises times such estimate. If Tenant’s monthly payment of estimated operating costs is greater than the monthly amount of operating expenses Tenant under paid for the Lease additional rent then elapsed calendar months of such calendar year, then, within ten (collectively10) days after such written estimate is given, “Expense Reimbursements”Tenant shall also pay to Landlord the deficiency for said elapsed calendar months. After the expiration of each calendar year falling in whole or in part within the term hereof, Landlord shall furnish Tenant with a written statement of the actual operating costs of the Project (and, if applicable, the Shared Parking Area) for the preceding calendar year, and if such actual operating costs for such preceding calendar year are more or less than the estimate, an appropriate adjustment shall be made within ten (10) days after such written statement is furnished. For the purposes hereof, operating costs shall be deemed to cover mean all taxes (both general and special, and whether now or hereafter enacted), assessments or governmental charges levied or assessed against the Project (and, if applicable, the Shared Parking Area) or any part thereof, and all costs which, for federal tax purposes, may be expensed rather than capitalized, and which Landlord will or does incur, pay or become obligated to pay in owning, maintaining, operating and leasing the Project (and, if applicable, the Shared Parking Area) and appurtenances thereto, exclusive of interest and depreciation. Without limiting the generality of the foregoing, operating costs shall include personal property taxes, insurancefees or permits or licenses, utilities (a management fee or fees not to exceed percent of the extent not paid directly by Tenant)Base Rent, common area landscaping and gardening, cleaning, painting, decorating, paving, lighting, security guards, leasing and maintenance of music and intercom systems, if any, removal of snow, trash, garbage and other operating refuse, heating, ventilating and air-conditioning, costs and expenses (collectively, “Operating Costs”) in connection with meeting federal, state, or local environmental energy standards, fire protection, water and sewage and other utility charges not separately metered and charged to particular Tenants, the ownershipcost of all types of insurance carried or paid for by Landlord, operationaccounting costs, all costs of maintaining, repairing, and replacing paving, curb, sidewalks, roadways, landscaping, drainage, lighting and utility systems, the cost of maintaining and repairing the walls, roof and other portions of the Building, the cost of maintaining and repairing all heating, ventilating and air-conditioning equipment and depreciation thereof, rental charges for machinery and equipment used in maintaining and operating the Project (and, if applicable, the Shared Parking Area), salaries and compensation of personnel connected with such operation and maintenance and management deductible amounts payable under insurance policies. Landlord, in its reasonable discretion, shall from time to time determine the method of computing the operating costs, the allocation of operating costs to various types of space within the Building, and the extent of the Propertyappurtenances to the Project, Seller and Buyer Tenant shall each receive a debit or credit, as be bound thereby. Tenant’s failure to pay Tenant’s share of operating costs in the case may be, for the difference between the Tenants’ current account balances for 2014 for Operating Costs and amount of their respective Operating Costs reimbursable to Seller; provided, however, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant and the same manner herein provided shall be treated hereunder in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, default in the event payment of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and in accordance with the terms of Section 6.1(a). Notwithstanding the foregoing, in the event of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable by the Tenant directly to the applicable service providers shall not be prorated between Seller and Buyer. Prior to Closing, Seller shall reconcile with the Tenant for the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysBase Rent.

Operating Costs. To Except as otherwise specifically provided to the extent Seller, as landlord contrary in this Agreement with respect to certain costs for which Manager is expressly responsible and except for costs for which Manager may be held responsible under the Leasedefault and/or indemnification provisions of this Agreement, is currently collecting from Tenant under the Lease additional rent (collectivelyall costs, “Expense Reimbursements”) wages, salaries of Facility Employees and all expenses, fees, obligations and liabilities incident to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”) in connection with or arising out of the ownership, operation, maintenance and management leasing or operation of the PropertyFacility, Seller including all real estate and Buyer shall each receive a debit personal property taxes and assessments or creditrelated governmental charges payable by or assessed against Sub-Manager, as Manager, Tenant, or the case may beFacility relating exclusively to the Facility (other than income or other taxes based on Sub-Manager’s, for Manager’s or Tenant’s receipt of income from the difference between operation of the Tenants’ current account balances for 2014 for Operating Costs Facility), franchise, sales and amount use taxes, insurance costs and expenses, any and all payments under personal property leases used in the operation of their respective Operating Costs reimbursable the Facility (but excluding payments relating to Seller; provided, however, that, except as specifically set forth hereinany real property lease(s)) and all fees paid by Tenant to Manager pursuant to this Agreement or paid pursuant to any Sub-Management Agreement, in no event shall either party be responsible for crediting the other for any uncollected Expense Reimbursements for the Tenant each case whether or not specified in this Agreement, and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid otherwise incurred by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant in connection with the year-end Operating Costs reconciliation process subject to and Manager in accordance with the terms of this Agreement including all Permitted Expenditures (collectively, the “Facility Expenses”), shall be the responsibility of Tenant, and shall be paid by Manager as and when due from the funds in the Operating Account as contemplated by Section 6.1(a3(b); provided, however, all real property taxes, all debt service (and all fees, penalties and costs related thereto) and any reserves and/or escrows required by the terms of any Facility Loan Documents shall be paid in a timely manner directly by Tenant and Manager shall have no obligation with respect thereto. Notwithstanding the foregoing, in the event the funds available in the Operating Account are insufficient to pay (i) payroll (to the extent Permitted Expenditures), (ii) amounts due under National Contracts when owed (to the extent Permitted Expenditures), (iii) expenditures required to cause compliance with Applicable Law (to the extent Permitted Expenditures) or (iv) expenditures required to protect the Facility and/or the health and safety of the Facility occupants or employees in the event of an Under Collectionimminent threat thereto, Buyer Manager shall have the right, but not the obligation, to pay up such expenses from its own funds and to $10,000 seek reimbursement therefor from Tenant or from funds in the Operating Account. Facility Expenses shall also include a pro rata portion of any expenses incurred by Manager for the benefit of the same Facility which also benefit one or more other facilities operated by Manager or an Affiliate of Manager, provided that the methodology used to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by the parties if final bills are not available. At least 5 business days prior allocate expenses to the Closing DateFacility is reasonable and equitable and approved by Tenant. Notwithstanding the foregoing, Seller shall provide Buyer with a reasonably detailed reconciliation Manager is specifically responsible for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year expenses (2014w) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted corporate offsite personnel and other offsite overhead expenses of Manager and its Affiliates (specifically excluding expenses relating to Tenant (the “CAM Reconciliation”). Operating Costs any employee that are payable by the Tenant directly pursuant to the applicable service providers shall not be prorated between Seller and Buyer. Prior any contract, which contract is approved by Tenant), (x) of any in-house risk manager, architect, accountant, attorney or professional advisor or consultant employed by Manager or its Affiliate or by Tenant, in consultation with Manager, to Closing, Seller shall reconcile ensure compliance with the Tenant for Performance Standard, (y) incurred in the calendar year 2013management or operation of properties or communities other than the Facility, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection (z) otherwise designated hereunder as an obligation or responsibility of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysManager.

Operating Costs. To the extent SellerOperating Costs" shall mean any --------------- expenses, as landlord under the Lease, is currently collecting from Tenant under the Lease additional rent (collectively, “Expense Reimbursements”) to cover taxes, insurance, utilities (to the extent not paid directly by Tenant), common area maintenance and other operating costs and expenses disbursements (collectivelyother than Taxes) of every kind and nature, “Operating Costs”) paid or incurred by Landlord in connection with the ownership, operationleasing, maintenance management, maintenance, operation and management repair of all or any part of the PropertyProject (adjusted for vacancy as hereafter provided) and of the personal property, Seller fixtures, machinery, equipment, systems and Buyer apparatus located in the Project or used in connection therewith. Operating Costs shall each receive a debit not include (a) costs of alterations of tenant premises; (b) costs of capital improvements, except for any capital improvements which are intended to reduce Operating Costs, and any capital improvements which Landlord is required to make pursuant to, or creditwhich Landlord shall deem necessary to keep the Project in compliance with, all applicable governmental rules and regulations applicable from time to time to the Project (the foregoing capital improvements that are included within Operating Costs are collectively referred to herein as the case may be"Included Capital Items"), provided that the cost of such Included Capital Items shall be evenly amortized by Landlord over the useful life of such Included Capital Item and such amortized costs are only included in Operating Costs under this Lease for that portion of the useful life of the Included Capital Item which falls within the Term; (c) depreciation (except on any Included Capital Items); (d) interest and principal payments on mortgages or any rental payments on any ground or other underlying leases subject to which Landlord holds its interest in the Project (hereinafter, referred to individually as a "Ground Lease" and collectively as "Ground Leases"), and other debt costs, if any; (e) real estate brokers' leasing commissions or compensations; (f) any cost or expenditure (or portion thereof) for which Landlord is reimbursed, whether by insurance proceeds or otherwise (Operating Cost Share Rent and Tax Share Rent provided for in any tenant leases are not reimbursements); (g) the cost of any kind of service furnished to any other office tenant of the Project which Landlord does not make available to Tenant hereunder; (h) executives' salaries above the grade of building manager; (i) legal and auditing fees which are for the difference between the Tenants’ current account balances for 2014 for Operating Costs benefit of Landlord such as collecting delinquent rents and amount of their respective Operating Costs reimbursable to Seller; providedenforcing tenant leases, howeverpreparing partnership returns and other partnership financial statements, that, except as specifically set forth herein, in no event shall either party be responsible for crediting the and audits other for any uncollected Expense Reimbursements for the Tenant and the same shall be treated in the same manner as uncollected rent is treated in Section 6.1(a). To the extent that the CAM Reconciliation (as defined below) for calendar year 2014 reveals that Seller has over-collected Expense Reimbursements such that, if the end of the operating expense year under the Lease was the Closing Date, Seller would be obligated to refund money to the Tenant (an “Over Collection”), rather than collect additional money from the Tenant (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit and Buyer shall pay said Over-Collection to the Tenant within 30 days or otherwise in compliance with the lease obligations; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 business days after receipt from the Tenant those incurred in connection with the year-end Operating Costs reconciliation process subject preparation of statements required pursuant to Section 2B above; and in accordance (j) legal fees, space planner fees, real estate brokers' leasing commissions and advertising expenses incurred with regard to leasing the terms Building or portions thereof. If during all or any portion of Section 6.1(a). Notwithstanding any fiscal year the foregoingProject is not fully rented and occupied by tenants, in the event Landlord may elect to make an appropriate adjustment (an "Equitable Adjustment") of an Under Collection, Buyer shall pay up to $10,000 of the same to Seller at Closing. Operating Costs for 2014 shall be reasonably estimated by such fiscal year, employing sound accounting and management principles, to determine the parties if final bills are not available. At least 5 business days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for Tenant showing all Operating Costs incurred by Seller from the beginning of the then-current calendar year (2014) through the Closing Date, and any Expense Reimbursements collected by Seller during the same period of time and relating to Tenant, all in the form customarily submitted to Tenant (the “CAM Reconciliation”). Operating Costs that are payable would have been paid or incurred by Landlord had the Project been fully rented and occupied for the entire fiscal year, and the amount so determined shall be deemed to have been the Operating Costs for such fiscal year. The foregoing process illustrated by the following hypothetical which assumes (i) the Building has ten floors; (ii) the Tenant directly occupies one floor and therefor, Tenant's Proportionate Share is ten percent (10%); (iii) the other nine floors are vacant; (iv) the cost of providing a particular service for Tenant's floor is $1,000. If Tenant were to pay Tenant's Proportionate Share of the cost of such service for the Building it would pay $100. Instead, Landlord shall estimate the cost of such service for the Building if it were one hundred percent (100%) occupied. If there would be any savings in the variable costs per floor of providing the service because such service would be provided for all ten floors, instead of one floor, these should be taken into account by Landlord in making its estimate. If some savings would exist, the estimate of the Landlord would be an amount that is less than the amount obtained by multiplying the number of floors in the Building by the cost of providing such service to one floor (10 x $1000); for example, $9,000. The amount of Landlord's estimate ($9,000) less the actual cost incurred by the Landlord in providing the service ($1000) would equal the Equitable Adjustment ($8000). The Equitable Adjustment would be added to the applicable accrual cost and Tenant would then pay Tenant's Prorata Share of this amount, that is, Tenant would pay $9,000 times 10%, which equals $900. If Landlord is not furnishing any particular work or service providers (the cost of which if performed by Landlord would constitute an Operating Cost) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord for all or any portion of a fiscal year, Operating Costs for such fiscal year shall be deemed to be increased by an amount equal to the additional Operating Costs which reasonably would have been incurred during such fiscal year by Landlord if it had, at its own expense, furnished such work or service to such tenant. Notwithstanding anything contained herein to the contrary, the provisions of this Section 2C(2) with respect to an Equitable Adjustment of Operating Costs for vacancy, or as a result of the performance by tenants of certain services, shall apply only to Operating Costs which are variable and which increase as occupancy in the Project increases and shall not be prorated between Seller and Buyer. Prior apply to Closing, Seller shall reconcile any Operating Costs which do not vary with the Tenant for amount of occupancy in the calendar year 2013, the Tenant Expense Reimbursements for the calendar year 2013 and Seller shall reimburse to the Tenant any Over Collection of Expense Reimbursement for calendar year 2013 prior to the Closing and shall have the right to collect any Under Collection of Expense Reimbursement for calendar year 2013 for 180 days following the Closing. To the extent Buyer receives any amounts from Tenant for Under Collection of Expense Reimbursement for calendar year 2013 and which are identified as same, Buyer shall pay such amount to Seller within 10 daysProject.