Common use of Operating Costs Clause in Contracts

Operating Costs. (a) Prior to the commencement of the Term of this Lease, and prior to the commencement of each calendar year during the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of Operating Costs for the upcoming calendar year, and thereafter Tenant shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior to the commencement of the Term of this Lease, and prior to the commencement of A. For each calendar year during falling partly or wholly within the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of Operating Costs for the upcoming calendar year, and thereafter Tenant shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafteror any extension thereof, Tenant shall pay Additional Rent, in each of to Landlord as additional rent the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claimsfor such calendar year less any monthly payments paid by Tenant as provided below for such year. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered Any payment to be the insurance premiums with respect made pursuant to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord this Article V with respect to the Property contain a deductible, then Tenant, year in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount which this lease commences or terminates shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxesprorated. Notwithstanding the foregoing, howeverduring the first six months of this Lease, if in lieu Tenant shall pay only one-third of the whole Operating Costs otherwise payable hereunder and during the three months following the first six months, Tenant shall pay only two-thirds of the Operating Costs otherwise payable hereunder. B. As used in this Lease, the term "Operating Costs" shall mean any and all expenses, costs and disbursements (other than Taxes) of any kind and nature whatsoever incurred by Landlord in connection with the ownership, leasing, management, maintenance, operation and repair of the Building or the Property or any part improvements situated on the Property (including, without limitation, the cost of maintaining and repairing parking lots, parking structures, and easements, property management fees (not to exceed 2% of total rent--including additional rent--paid by Tenant), salaries, fringe benefits and related costs, for building staff, including building management and accounting personnel; insurance costs of such kind and nature as may be normal and customary for comparable buildings in the northern Chicago suburban market, heating and air conditioning costs, common area utility costs such as electricity, sewer and water charges, the cost of cleaning and removing snow from exterior areas, the cost of routine repairs, maintenance and decorating of exterior areas and the Building's or Property's share of costs of the Development). To the extent personnel do work for other buildings in addition to the Building, the costs associated with such personnel shall be allocated among the buildings based upon the time devoted to each. Notwithstanding anything contained herein to the contrary, depreciation of any taxes capital improvements made after the date of this Lease which are intended to reduce Operating Costs or assessments leviedwhich are required under any governmental laws, assessed regulations, or imposed ordinances which were not applicable to the Building at the time it was constructed, shall be included in Operating Costs (but in no event shall any costs of construction set forth in Exhibit B be included in Operating Costs). The useful life of any such improvement shall be the maximum period permitted by generally accepted accounting principles. In addition, interest on real estate the undepreciated cost of any such improvement (at the prevailing construction loan rate available to Landlord on the date the cost of such improvement was incurred) shall also be included in Operating Costs. In the event Landlord elects to self insure, insure with a deductible in excess of $1,000 or obtain insurance coverage in which the premium fluctuates in proportion to losses incurred, then Landlord shall obtain three estimates from insurance agents of the amount of premium that Landlord would have been required to pay to obtain insurance coverage (or insurance coverage without such provision) with a recognized carrier and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon lowest such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, estimated amount shall be deemed to be included within an Operating Cost. Landlord may, in a reasonable manner, allocate insurance premiums for so-called "blanket" insurance policies which insure other properties as well as the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions Building and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord said allocated amount shall have the right to cause Tenant s Proportionate Share of the POA Charges be deemed to be collected directly from an Operating Cost. If Landlord selects the Tenant by accrual accounting method rather than the POA on an annual basis; and 12) Legal and cash accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term method for Operating Costs are: 1) Any and all collection costspurposes, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Operating Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal shall be deemed to have been paid when such expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;have accrued.

Operating Costs. (a1) Prior Tenant shall pay to the commencement Landlord Tenant's Proportionate Share of the Term annual Operating Costs (defined below). Landlord may make a good faith estimate of this Lease, and prior Tenant's Proportionate Share of Operating Costs to be due by Tenant for any calendar year or part thereof during the commencement of Term. During each calendar year during or partial calendar year of the Term Term, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of this LeaseBasic Rent, Landlord may, at its option, provide Tenant with a then current estimate an amount equal to the estimated Tenant's Proportionate Share of Operating Costs for such calendar year or part thereof divided by the upcoming calendar yearnumber of months therein. From time to time, Landlord may estimate and thereafter 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 pay, as Additional Rent, in monthly installments be appropriately adjusted in accordance with this Section 5the estimations so that, Tenant s Proportionate Share by the end of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each have paid all of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Tenant's Proportionate Share of Operating CostsCosts as estimated by 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. (2) The term "Operating Costs" means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, maintenanceoperation, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and LandPremises, including taxesdetermined in accordance with sound accounting principles consistently applied, insurance and benefits relating thereto; providedincluding, however, to the extent that such employees are engaged in the operation or maintenance of other projectswithout limitation, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2following costs: (A) Costs of intentionally omitted; (B) all supplies and materials used in the operation, maintenance, repair repair, replacement, and management security of the Buildings common areas of the Land, excluding the interior of the Premises; (C) intentionally omitted (D) repairs, replacements, and Land; providedgeneral maintenance of the Premises including paving and parking areas, howeverroads, 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 that such supplies and materials are used the following items serve more than one tenant in the operation or 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 other projects, the Premises; (G) intentionally omitted; (H) intentionally omitted; (I) the cost of such supplies any insurance deductibles for insurance required to be maintained by Landlord; and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable (J) costs for improvements made to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land Premises (excluding any Landlord’s Work) which, although capital in nature, are expected to reduce the normal operating costs billed to specific tenants); 4) Costs of (including all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.utility costs) of the Buildings Premises, as well as amortized using a commercially reasonable interest rate over the common elements useful economic life of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred such improvements estimated by Landlord to recover insurance proceeds or settle insurance claims. In the event that during costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as capital improvements made in order to comply with any operating year all Law hereafter promulgated by any governmental authority or any part new interpretations of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums any Law hereafter rendered with respect to any existing Law, as amortized using a commercially reasonable interest rate over the useful economic life of such coverage for such operating year shall be improvements as determined by Landlord in good faith by Landlordits reasonable discretion. If the insurance policies maintained Premises is part of an industrial park complex (the "Complex"), Operating Costs, Taxes (defined below) and Insurance Costs (defined below) for the Complex may be prorated among the Premises and the other buildings of the Complex, as reasonably determined by Landlord with respect based on square footage and expenses actually shared. Landlord hereby acknowledges that, as of the date of its signature hereto, the Premises is not part of a Complex. Operating Costs shall not include costs for (i) capital improvements made to the Property contain a deductiblePremises, then Tenantother 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 event like; (ii) repair, replacements and general maintenance paid by proceeds of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof insurance or by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitationthird parties; (iii) interest, any tax on rents, amortization or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed payments on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed loans to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11Landlord; (iv) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basisdepreciation; and 12(v) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding leasing commissions; (vi) legal expenses related to the collection of rent or the salefor services, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8that benefit the Building or Land generally (e.g., tax disputes); (vii) above); 3Taxes; (viii) Costs actually reimbursed by insurance proceeds; 4Insurance Costs; and (ix) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because renovating or otherwise improving space for occupants of the total or partial destruction of the Leased Premises or Buildings or vacant space in the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;Premises.

Operating Costs. Tenant shall, for the entire Term, pay to Landlord as an item of additional rent, without any setoff or deduction therefrom, its Proportionate Share of costs (a"Operating Costs") Prior which Landlord may incur in owning, maintaining and operating the Project during each calendar year of the Term. "Proportionate Share" is defined as the % of Operating Costs incurred by Landlord with respect to the commencement Project (the decimal equivalent of a fraction, the numerator of which is the rentable area of the Term Premises and the denominator of this Leasewhich is the rentable area within the entire Project). "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 the Landlord shall pay or become obligated to pay because of or in connection with the ownership and operation of the Project and supporting facilities of the Project, including but not limited to all real estate taxes and annual installments of special or other assessments payable with respect to the Project; costs of any contest of such taxes, including attorney's fees; management fees, (not to exceed 4% of gross receipts) insurance premiums, utility costs, security costs, costs of wages, maintenance costs (relating to the Project including sidewalks, landscaping and parking or service areas, common areas, service contracts, equipment and supplies) and all other costs of any nature whatsoever which for federal tax purposes may be expensed rather than capitalized, but exclusive only of leasing commissions, depreciation, costs of tenant improvements and payments of principal and interest on any mortgages, deeds of trusts, or other security devices covering the Project. Operating Costs shall also include the yearly amortization of capital costs incurred by the Landlord for improvements to the Project required to comply with any change in the laws, rules or regulations of any governmental authority having jurisdiction, or for purposes of reducing Operating Costs, which costs shall be amortized over the useful life of such improvements or repairs, as reasonably estimated by the Landlord. As soon as reasonably practicable prior to the commencement of each calendar year during the Term of this LeaseTerm, Landlord may, at its option, provide shall furnish to Tenant with a then current an estimate of Operating Costs for the upcoming ensuing calendar year, year and thereafter Tenant's Proportionate Share thereof. Tenant shall pay, as Additional additional rent hereunder together with each installment of Base Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant one-twelfth (1/12th) of its obligation to pay the Tenant s estimated annual Proportionate Share of Operating Costs. As soon as reasonably practicable after the end of each calendar year during the Term, Landlord shall furnish to Tenant a statement of the actual Operating Costs means for the aggregate previous calendar year, including Tenant's Proportionate Share of Operating Costs, and within thirty (30) days thereafter Tenant shall pay to Landlord, or Landlord shall credit to the next rent payments due Landlord from Tenant, as the case may be, any difference between the actual Operating Costs and the estimated Operating Costs paid by Tenant. Tenant's Proportionate Share of Operating Costs for the years in which this Lease commences and terminates shall be prorated by multiplying the actual Operating Costs by a fraction the numerator of which is the number of days of that year of the Term and the denominator of which is 365. Notwithstanding any other provision herein to the contrary, it is agreed that in the event that the Project is not fully occupied at any time during the Term, an adjustment shall be made in computing the Operating Costs for such year so that the Operating Costs shall be computed for such year as though the Project had been fully occupied during such year. For a period of one year following Tenant's receipt of Landlord's statement of actual Operating Costs, Landlord shall keep available for Tenant's inspection copies of all expenses paid or incurred supporting statements relating to Operating Costs. During this period Tenant may audit Landlord's Operating Costs records upon reasonable notice to Landlord. The audit must be performed during regular business hours in the offices where Landlord maintains its accounting records. Within ten (10) business days after the date of the audit, Tenant will provide Landlord a copy of the audit. Tenant shall not have the right to audit while in monetary default. No subtenant will have the right to audit under this provision. AN assignee, approved by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating may have the right to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; providedaudit as provided herein, however, such right shall only apply to the extent that such employees are engaged assignee's term of occupancy in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable Premises pursuant to the Buildings Lease. In the event a discrepancy of five percent (5%) or more is found in favor of Tenant, Landlord shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, pay the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premisesaudit. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior to Commencing on the commencement of the Term of this LeaseCommencement Date, and prior to the commencement of each calendar year during the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of Operating Costs for the upcoming calendar year, and thereafter Tenant shall paypay to Landlord, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate amounts equal to Tenant’s Project Share of the Landlord s estimate Project Operating Costs and Tenant’s Building Share of the Building Operating Costs. For purposes of determining Tenant’s Project Share of Project Operating Costs for any year during which the calendar year in questionProject is less than 95% occupied, the actual Project Operating Costs shall be equitably adjusted to reflect 95% occupancy and normal, ongoing operation. Payments of Tenant s Proportionate Tenant’s Project Share of the Landlord s estimate of the Project Operating Costs and Tenant’s Building Share of Building Operating Costs shall be estimated in good faith by Landlord at the end of each calendar year, and shall be payable in equal estimated monthly installments on the first day of each calendar month during the Lease Term (prorated for any partial month), subject to readjustment from time to time as determined by Landlord but not more than once per year and also when actual Project Operating Costs and Building Operating Costs are determined. After a readjustment, any shortage shall be due and payable at by Tenant within 30 days of demand by Landlord and any excess shall, unless an Event of Default then exists, be credited against future Additional Rent obligations, or refunded promptly if the same time as Base Rent in accordance with Section 4 of this LeaseLease Term has ended and Tenant has no further obligations to Landlord. Landlord reserves shall provide Tenant upon request with reasonable supporting documentation for the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. In no event shall any Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums exclusively with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair any Other Buildings or restore the Leased Premises. 7) Costs of repairs and maintenance other tenants of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not Project be allocated to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable or charged to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this LeaseTenant. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior Subject to the commencement of the Term of this Lease4.2 (b) below, and prior to the commencement of each calendar year during the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of Building Operating Costs for (as defined in the upcoming calendar yearMaster 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, and thereafter Tenant shall paybeginning on January 1, 2008, Subtenant will pay to Sublandlord monthly, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Subtenant’s Share of the Landlord s estimate of 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, the Operating Cost Base will be appropriately prorated. For example (and for illustration purposes only), if actual Operating Costs for the Operating Cost Base are determined to be $11.75/RSF/Year and the Operating Costs for 2008 are determined to be $l2.00/RSF/Year, then Subtenant would pay to Sublandlord monthly, as Additional Rent, Subtenant’s Share of $.25/SF/Year for the calendar year in question2008. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Alternatively, if Operating Costs shall 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 payable at the same time as Base Rent in accordance together with Section 4 each payment of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each any and all excise, transaction privilege, sales, rental, gross receipts, or other taxes (other than net income and/or estate taxes of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid Sublandlord) now or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation future imposed by any taxing authority upon Master Landlord or Sublandlord and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, attributable to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated measured by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments Rent or other charges included in payable by Subtenant pursuant to this definition of Taxes Sublease, whether assessed against Master Landlord or Sublandlord or assessed against Subtenant and including without limitation, any tax on rentscollected by Master Landlord or Sublandlord, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Leaseboth. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior In addition to the commencement Base Rent to be paid by Tenant and as a part of the total rent due hereunder, Tenant shall pay to Landlord 33.1/3% of all reasonable operating costs of every type and nature (except as provided below) actually paid or incurred in servicing, operating, managing, maintaining and repairing the Building (collectively, the “Operating Costs”). Landlord shall make a good faith estimate of the Operating Costs to be payable by Tenant for any calendar year or part thereof during the Term, and Tenant shall pay to Landlord on the first day of each calendar month of the Term with the payment of this LeaseMonthly Base Rent, as set forth above, an amount equal to the estimated Operating Costs for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord may re-estimate the Operating Costs for any calendar year. Thereafter, the monthly installments of Operating Costs payable by Tenant shall be appropriately adjusted in accordance with the revised estimate made by Landlord so that, by the end of the calendar year in question, Tenant shall have paid 33 1/3% of the Operating Costs set forth in Landlord’s revised estimate. Any amounts paid by Tenant based on such estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year. Without limitation, the term “Operating Costs: shall include, (1) all reasonable costs to the Landlord for supplying snow removal and landscaping services to the Land on which the Building is located (including, snow removal on all parking areas, sidewalks, entrances, exits and access ways); (2) all costs and expenses to the Landlord (including reasonable and appropriate reserves) for services, materials and supplies furnished or used in the operation, replacement, repair, maintenance, (including but not limited to waterproofing and painting Building exterior) cleaning and protection of the Building and the Land on which same is located, such cost and expenses to be reasonable and customary for similar buildings in the area in which the subject Premises are located; (3) all premiums for insurance against damage or loss to the Building from such hazards as shall from time to time be generally required by institutional lenders in the Boston areas for similar properties, including, but not limited to, insurance covering loss of rent attributable to any such hazards and public liability insurance; (4) customary and reasonable fee for building management and (5) costs for electricity and other utilities, if any, supplied to the common areas and facilities of the Building and said Land, but only to the extent that the same (other than water) are separately metered from the Premises and all other portions of the Building leased to other tenants. Payments by Tenant on account of Tenant’s share of such Operating Costs shall be made monthly, in advance, and prior to at the commencement time and in fashion herein provided for the payment of the installments of Monthly Base Rent. Promptly after the end of each calendar year during the Term of this Lease, Landlord may, at its option, provide shall submit to Tenant with a then current estimate reasonably detailed accounting of Operating Costs for the upcoming such calendar year, and thereafter Landlord shall certify to the accuracy thereof. If payments theretofore made for such calendar year by Tenant exceed Tenant’s share of Operating Costs, according to such statement, Landlord shall refund the amount of overpayment within 30 days after submitting the accounting of Operating Costs; but, if Tenant’s share of Operating Costs is greater than payments theretofore made on account for such period, Tenant shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, make suitable payment to Landlord within thirty (30) days after being so advised by Landlord. Tenant s Proportionate Share of shall have the Landlord s estimate right to audit all of the Operating Costs upon reasonable prior notice to Landlord and during reasonable business hours. Upon written request by Tenant made within sixty (60) days of the date of submission of said account, Landlord shall provide to Tenant for its review, copies of any ▇▇▇▇ supporting the calendar year figures contained in questionsaid account. Payments Landlord shall retain such records for at least two (2) years. In the event that any such inspection discloses by Tenant or its representatives that Landlord has charged Tenant in excess of three percent (3%) more than the amount properly chargeable to Tenant, Landlord shall reimburse to Tenant s Proportionate Share the amount over charged and the reasonable costs of such inspection promptly upon demand. Operating Costs shall not include without limitation: a) the cost of maintenance, repairs or replacements arising out of a fire or other casualty (whether or not insured) or an exercise of the power of eminent domain; b) the cost of maintenance, repairs or replacements necessitated by the negligent or wrongful act of the Landlord s estimate or Landlord’s agents, employees, or contractors, or related to construction by Landlord of improvements on any portion of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxesthe construction and development of the Building, insurance and benefits relating thereto; providedor arising from the wrongful actions of another tenant; c) costs of work for other tenants of the Building (including, howeverwithout limitation, any improvements to the extent that such employees are engaged in the operation Building or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenantsspace set forth therein); 4d) Costs amounts reimbursed by other tenants of all maintenance the Building, from insurance proceeds, condemnation awards, under warranty or otherwise; e) any payments of principal, interest or other charges related to indebtedness secured in whole or in part by the Building or the Land; f) charges or costs incurred by Landlord as a result of Landlord failing to maintain the insurance coverage required in this Lease; and service agreements costs, fines or penalties incurred by Landlord due to violations by Landlord of any leases or any governmental laws, rules or regulations; g) increases in the casualty or liability insurance premiums for the Buildings Building and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs the Land due exclusively to maintain and repair the Structural Members (as defined occupancy of another tenant in Section 10.A.) the Building or due to any unusual or extraordinary leasehold improvements solely for the benefit of the Buildings as well as the common elements another tenant of the Building; 6h) Costs salaries of all insurance carried by executives or principals of Landlord relating and the wages of any employee of Landlord for services not related directly to the Buildings and Land, including, Building; i) expenses which are considered capital expenditures under generally accepted accounting principles; j) depreciation; k) costs for services provided to other tenants but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable provided to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any Tenant; l) costs incurred by Landlord as a result of vacant space in the Building; m) payments to recover insurance proceeds affiliates, except for services actually performed at rates comparable to third party charges; n) amounts paid on account of tort claims relating to personal injury or settle insurance claims. In property damage; or o) without limiting the event that during any operating year all or any part provisions of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such eventSection 13.1, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event cost of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a remediating any condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection presence on or under the Land of rent any hazardous or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (toxic materials other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;routine costs.

Operating Costs. (a) Prior to the commencement Tenant shall pay Lessor, as Additional Rent, Tenant’s Pro Rata Share of the Term of this Lease, and prior to the commencement of Operating Costs for each calendar year during the Term Term. For the purposes of this Lease, Landlord maythe phrase “Operating Costs” shall be all costs which Lessor may pay or incur in owning, at its option, provide Tenant with a then current estimate of Operating Costs for the upcoming calendar yearmaintaining, and thereafter Tenant operating the Building, Common Areas and Property, which costs are defined to include, but shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall not be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, limited to: (i) All non-structural, foreseen or unforeseen, relating to capital expenditures incurred in the ownershipmanagement, maintenance, repair, management service, and operation replacement of the Buildings Property, the Common Areas, and Land the Building, including, without limitation, the following: management fees equal to four percent (4%) of the Minimum Rent hereunder; fire and any sidewalks or any other areas related 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 Buildings Property and Land which Landlord has a repair or maintenance obligationthe elements, determined on an accrual basis in accordance with generally accepted industry accounting standardssystems, and components thereof. Tenant shall provide and pay for its own garbage collection; (ii) The cost of all insurance, including, but not limited to, the following: 1) Wages : fire; casualty; umbrella policy; liability and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability rent loss insurance applicable to the Buildings Building, Common Areas, Property, and Land and Landlord s 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, together with any deductibles thereon, if applicable, together with any costs incurred or as from time to time may be required by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all Lessor’s lender or any part other holder of such coverage is written under a blanket policy or otherwise mortgage interest in such manner that Landlord was not charged the Property. Tenant’s Pro Rata Share of Operating Costs shall be paid by Tenant at the following times and in the following manner: On the first day of each month during the Term, Tenant shall pay to Lessor a specific insurance premium applicable solely sum equal to one-twelfth (1/12) of Lessor’s estimate of Tenant’s Pro Rata Share of Operating Costs for the Buildings and Land, then in such eventcalendar year; within thirty (30) days after the end of the calendar year, the amount considered to be difference between the insurance premiums with respect to such coverage for such operating year estimated and actual Operating Costs shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then and adjusted between Lessor and Tenant, as appropriate. For calendar years in which this Lease commences or terminates, the event provisions of this section shall apply, but Tenant’s liability for its Pro Rata Share of Operating Costs shall be subject to a loss, shall pay to Landlord Tenant s Proportionate Share thereofpro rata adjustment, based upon the amount number of such deductibledays of said calendar year during which the Term is in effect. This Lease is intended to be a net lease, and notwithstanding any law, all Rents and other sums payable under this Lease by Tenant s Share of such deductible amount whether as Rents or otherwise shall be payable paid without offset, counterclaim, abatement or defense, and this Lease shall not be subject to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof termination by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders reason of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid cause whatsoever unless such right to terminate is expressly set forth in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior to the commencement ESCALATION. Tenant's proportionate share of the Term of this Lease, and prior to the commencement of each calendar year during the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of Operating Costs for the upcoming calendar year, and thereafter Tenant shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Annual Estimated Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of determined by multiplying Annual Estimated Operating Costs from time by a fraction, the numerator of which is the Rentable Floor Area of Tenant's Space, and the denominator of which is the Total Rentable Floor Area of the Building. With respect to time during the calendar First Fiscal Year for Tenant's Paying Operating Cost Escalation, or fraction thereof, and any fiscal year by giving Tenant written notice to that effect. Thereafteror fraction thereof thereafter, Tenant shall pay Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structuralas additional rent, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members Cost Escalation (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees below); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are leviedon or before the thirtieth (30th) day following receipt by Tenant of Landlord's Statement (as defined below). As soon as practicable after the end of each Fiscal Year ending during the Term and after Lease termination, assessed Landlord shall render a statement ("Landlord's Statement") in reasonable detail and according to usual accounting practices certified by Landlord and showing for the preceding Fiscal Year or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation fraction thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution foras the case may be, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner ▇'s Operating Costs, excluding the interest and amortization on mortgages for the Building and Lot or leasehold interests therein and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, but including, without limitation: real estate taxes on the Land under Building and Lot; installments and interest on assessments for public betterments or public improvements; expenses of any declaration proceedings for abatement of covenants, conditions taxes and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred assessments with respect to any fiscal year or fraction of a fiscal year; premiums for insurance; fees payable to third parties for financial audits of Landlord's Operating Costs; compensation and all fringe benefits, worker's compensation insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the Buildings operating, maintaining, or cleaning of the Building and LandLot; all utility charges not billed directly to tenants by Landlord or the utility; payments to independent contractors under service contracts for cleaning, but excluding legal expenses related operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord provided the same are at reasonable rates consistent with the type of occupancy and the services rendered) rent paid by the managing agent or imputed cost equal to the collection loss of rent by Landlord for making available to the managing agent space for a Building office on the ground floor or above; if the saleBuilding shares common areas or facilities with another building or buildings, leasing or financing the Buildings' pro rata share (as reasonably determined by Landlord) of the Buildings and Land. cost of cleaning, operating, managing (b) Expressly excluded from including the definition cost of the term Operating Costs are: 1) Any management office for such buildings and facilities), maintaining and repairing such common areas and facilities; and all collection costsother reasonable and necessary expenses paid in connection with the cleaning, including legal fees operating, managing, maintaining and bad debt losses repairing of the Building and Lot, or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertisingeither, and legal expenses related properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord's Operating Costs, the cost thereof as reasonably amortized in accordance with generally accepted accounting practices by ---------------------------------------------------------- Landlord, with interest at the average prime commercial rate in effect from time to negotiating and enforcing leases; 5) The cost time at the three largest national banks in Boston, Massachusetts on the unamortized amount, shall be included in Landlord's Operating Costs. Landlord's Statement shall also show the average number of any repair made by Landlord because square feet of the total Building which were occupied for the preceding fiscal year or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;fraction thereof.

Operating Costs. (a1) Prior Tenant shall pay an amount (per each rentable square foot in the Existing Premises) ("Additional Rent") equal to the commencement of difference between the Term of this Lease, Operating Costs (defined below) per rentable square foot in the 565 Building and prior to the commencement of each calendar year during 575 Building and the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of actual Operating Costs for such Buildings for the upcoming calendar year, and thereafter Tenant shall payyear 1995 (the "Existing Premises Expense Stop"). Additionally, as Additional Rent, Tenant shall pay an amount (per each rentable square foot in the Expansion Premises) equal to the difference between the Operating Costs per rentable square foot in the 575 Building and the actual Operating Costs for the 575 Building for the calendar year 1998 (the "Expansion Premises Expense Stop"). Landlord shall make a good faith estimate of the Additional Rent to be due by Tenant for any calendar year or part thereof during the Term, and Tenant shall pay to Landlord, on the Commencement Date and on the first day of each calendar month thereafter, an amount equal to the estimated Additional Rent for such calendar year or part thereof divided by the number of months therein. From time to time (but not more than once in any calendar quarter), Landlord may estimate and re-estimate the Additional Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with this Section 5the estimations so that, Tenant s Proportionate Share by the end of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each have paid all of the remaining months of that year, in accordance with the revised estimateAdditional Rent as estimated by Landlord. The failure of Landlord Any amounts paid based on such an estimate shall be subject to estimate adjustment as herein provided when actual Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of are available for each calendar year. (2) The term "Operating Costs. Operating Costs means the aggregate of " shall mean all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, maintenanceoperation, repair, management and operation maintenance of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligationBuilding, determined on an accrual basis in accordance with generally accepted industry accounting standardsprinciples applicable to commercial real estate consistently applied ("GAAP"), including, but not limited to, the following: 1following costs: (A) Wages wages and salaries (including management fees) of all employees at or below the grade of building manager engaged in the operation operation, maintenance, and maintenance security of the Buildings and LandBuilding, including employee related taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2(B) Costs of all supplies and materials used in the operation, maintenance, repair repair, replacement, and management security of the Buildings and LandBuilding; provided, however, (C) costs for improvements made to the extent that Building which, although capital in nature, are reasonably expected to reduce the normal operating costs of the Building, as well as capital improvements made in order to comply with any law hereafter promulgated by any governmental authority, as amortized over the useful economic life of such supplies improvements and materials are used in the operation or maintenance remaining Term of other projectsthis Lease; (D) cost of all utilities, except the cost of such supplies utilities reimbursable to Landlord by the Building's tenants other than pursuant to a provision similar to this Section 3.(d) or Exhibit F; (E) insurance expenses; (F) repairs, replacements, and materials shall be equitably allocated among all such projects such that only that portion general maintenance of the cost Building; and (G) service or maintenance contracts with independent contractors for the operation, maintenance, repair, replacement, or security of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land Building (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security servicewithout limitation, alarm service, window cleaning servicecleaning, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxesuseful life of any capital improvement, impositions, assessments and all other governmental chargescapital repair or capital replacement shall be the useful life thereof as set forth in the manufacturer's specifications therefor or, if anythe manufacturer's specifications do not provide for a useful life, then the shorter of the useful life thereof determined in accordance with GAAP or 15 years. Operating Costs shall not include costs for (i) capital improvements made to the Building, other than capital improvements described in Section 3.(d)(2)(C) and except for items which are leviedgenerally considered maintenance and repair items, assessed such as painting of common areas, replacement of carpet in elevator lobbies, and the like; (ii) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant 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 Building tenants generally (e.g., tax disputes); (vii) renovating or otherwise improving space for occupants of the Building or vacant space in the Building; (viii) Taxes (defined below), and (ix) federal income taxes imposed upon on or become due and payable in connection with, or a lien upon, measured by the Buildings or Land, or income of Landlord from the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes Building. Tenant acknowledges that the 565 Building and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion 575 Building are part of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu Complex and some of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and Operating Costs for such buildings are shared with the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants adjacent office buildings commonly known as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as Owner of ▇▇▇▇, ▇▇▇▇▇, Pennsylvania and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Pennsylvania (collectively, the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges "Other Buildings"). Notwithstanding anything Any Operating Costs that are allocable to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to both the Buildings in which the Premises are located and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of Other Buildings shall be prorated among the Buildings based upon the number of rentable square feet in the Buildings in which the Premises are located and Land. the number of rentable square feet in the Other Buildings (b) Expressly excluded from the definition of the term such charges may include, without limitation, snowplowing charges and landscaping fees). Additionally, if any Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made are reasonably allocated by Landlord because between the Buildings in which the Premises are located and the Other Buildings (including management office overhead charges), such Operating Costs shall be prorated among the buildings based upon the number of square feet in the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;Complex.

Operating Costs. Tenant shall, for the entire Term, pay to Landlord as additional rent without any set-off or deduction therefrom, Fifty and 27/100 percent (a50.27%) Prior of all costs which Landlord may incur in owning, maintaining, and operating the Project during the Term. Beginning with calendar year 1996 and each subsequent year, Landlord and Tenant agree that for the purpose of computing Tenant's share of Operating Costs, the Project Operating Costs shall be deemed to be the lesser of actual Operating Costs or an amount equal to 105% of the previous year's Operating Costs. Said costs are referred to herein as "Operating Costs" and are hereby defined to include, but shall not be limited to, all gross real estate taxes and annual installments of special assessments with respect to the commencement Project, reasonable management fees, insurance premiums, utility costs, costs of the Term of this Leasewages, services, equipment and supplies, and all other costs of any nature whatsoever which, for Federal tax purposes may be expensed rather than capitalized, but exclusive only of leasing commissions, depreciation, costs of tenant improvements and payments of principal and interest on any mortgages covering the Project. Operating Costs shall also include the yearly amortization of capital costs incurred by Landlord for improvements, but not structural repairs or modifications to the Project required to comply with any change in the laws, rules or regulations of any governmental authority having jurisdiction, or for purposes of reducing Operating Costs, which costs shall be amortized over the useful life of such improvements or repairs as reasonably estimated by Landlord in accordance with generally accepted accounting principles. As soon as reasonably practicable prior to the commencement of each calendar year during the Term of this LeaseTerm, Landlord may, at its option, provide shall furnish to Tenant with a then current an estimate of Tenant's share of Operating Costs for the upcoming ensuing calendar year, year and thereafter Tenant shall pay, as Additional additional rent hereunder, together with each installment of monthly Base Rent, in monthly installments in accordance with this Section 5one-twelfth (1/12th) of its estimated annual share of such Operating Costs. As soon as reasonably practicable after the end of each calendar year during the Term, Landlord shall furnish to Tenant s Proportionate Share a certified statement of the Landlord s estimate of the actual Operating Costs for the previous calendar year in question. Payments year, including Tenant's share of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due such amount, and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, within thirty (30) days thereafter Tenant shall pay Additional Rent, to Landlord the difference between such actual and estimated Operating Costs paid by Tenant. Tenant's share of such Operating Costs for the years in each which this Lease commences and terminates shall be prorated based upon the dates of commencement and termination of the remaining months Term. If Tenant overpaid such Operating Costs, Landlord shall, at Tenant's option, refund the overpayment or apply it to the next sums due under the Lease. Any such refund shall be payable within thirty (30) days after Landlord becomes aware of that such overpayment. Tenant shall have the right at any time to inspect Landlord's books and records to verify the actual and estimated Operating Costs. The cost of any such inspection shall be borne by Tenant unless Tenant discovers an error in Landlord's books and records equal to five percent (5.0%) or more of the total amount paid by Tenant for Operating Expenses during the applicable year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projectscase, the cost of such supplies and materials inspection (not to exceed $300) shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith borne by Landlord. If the insurance policies maintained by Landlord with respect Notwithstanding any other provision herein to the Property contain a deductiblecontrary, then Tenant, it is agreed that in the event of a lossthe Project is not fully occupied during any partial year or any full calendar year, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount an adjustment shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore made in computing the Leased Premises. 7) Costs of repairs and maintenance of operating expenses for such year so that the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;shall be

Operating Costs. (a1) Prior Tenant shall pay to the commencement Landlord Tenant’s Proportionate Share of the Term of this Lease, and prior to the commencement of each calendar year during the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of amount by which Operating Costs (defined below) exceed Operating Costs for the upcoming Base Year (“Additional Rent”). Landlord may make a good faith estimate of the Additional Rent to be due from Tenant for any calendar year, and thereafter year or part thereof during the Term. During each calendar year or partial calendar year of the Term (after the Base Year). Tenant shall paypay to Landlord, as Additional in advance concurrently with each monthly installment of Base Rent, in monthly installments in accordance with this Section 5, Tenant s an amount equal to Tenant’s Proportionate Share of the estimated Additional Rent for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord s may estimate and re-estimate the Additional Rent to be due from Tenant and deliver a copy of the Operating Costs for estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each have paid all of the remaining months of that Additional Rent as estimated by 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, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of term "Operating Costs. Operating Costs " means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, maintenanceoperation, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and LandProject, determined in accordance with sound accounting principles consistently applied, including taxesthe following costs: (A)management and supervision fees in an amount not to exceed three and one half percent (3.5%) of all gross receipts (which includes all rental and other revenue) received by Landlord in connection with the ownership, insurance operation, and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion management of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2Building; (B) Costs of all supplies and materials used in the operation, maintenance, repair repair, replacement, and management security of the Buildings and LandProject; provided, however, (C) costs for improvements made to the extent that such supplies and materials Project which, although capital in nature, are used in expected to reduce the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among normal operating costs (including all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.utility costs) of the Buildings Project, as well as amortized using a commercially reasonable interest rate over the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred time period reasonably estimated by Landlord to recover insurance proceeds or settle insurance claims. In the event that during costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as capital improvements made in order to comply with any operating year all Law hereafter promulgated by any governmental authority or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums interpretation hereafter rendered with respect to any existing Law, as amortized using a commercially reasonable interest rate over the useful economic life of such coverage for such operating year shall be improvements as determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to in its reasonable discretion; (D) cost of all utilities, except the Property contain a deductible, then Tenant, in the event cost of a loss, shall pay utilities reimbursable to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees Project's tenants other than pursuant to a provision similar to this Section 4(b); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior Tenant shall, for the entire Lease Term, pay to Landlord as additional rent, without any set-off or deduction therefrom, its proportionate share of all costs which Landlord may incur in owning, maintaining, and operating the Project. Said costs are referred to herein as "Operating Costs" and are hereby defined to include, but shall not be limited to, all real estate taxes and annual installments of special assessments payable with respect to the commencement Project, maintenance, repair, replacement and care of all heating, lighting, plumbing and air conditioning fixtures, equipment and systems serving the common areas, parking and landscape areas, signs, snow removal, non-structural repair and maintenance of the Term exterior of this Leasethe Building (including the costs of equipment purchased and used for such purposes), insurance premiums, management fees, wages and fringe benefits of personnel employed for such work. Operating Costs shall also include the yearly amortization of capital costs incurred by Landlord for improvements or structural repairs to the Project required to comply with any change in the law, 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 Landlord. Operating Costs shall not include depreciation, costs of tenant improvements and payments of principal and interest on any mortgages covering the Project. Tenant's proportionate share of operating expenses shall be that fraction, the numerator of which is the area of Tenant's Demised Premises and the denominator of which is the total area of the Building. As soon as reasonably practicable prior to the commencement of each calendar year during the Term of this LeaseLease Term, Landlord may, at its option, provide shall furnish to Tenant with a then current an estimate of Tenant's share of Operating Costs Costs, if any, for the upcoming ensuing calendar year, year and thereafter Tenant shall pay, as Additional Rentadditional rent hereunder together with each installment of monthly base rent, in monthly installments in accordance with this Section 5one-twelfth (1/12th) of its estimated annual share of such Operating Costs. As soon as reasonably practicable after the end of each calendar year, Landlord shall furnish to Tenant s Proportionate Share a certified statement of the Landlord s estimate of the actual Operating Costs for the previous calendar year in question. Payments of Tenant s Proportionate Share of year, including the Landlord s estimate of the actual Operating Costs shall be due for the previous calendar year, including Tenant's share of such amount, and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, within thirty (30) days thereafter Tenant shall pay Additional Rentto Landlord, in each of the remaining months of that year, in accordance with the revised estimate. The failure of or Landlord to estimate Tenant as the case may be, the different between such actual and estimated Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant paid by Tenant. Tenant's share of its obligation to pay the Tenant s Proportionate Share of Operating Costs. such excess Operating Costs means for the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management years in which this Lease commences and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees terminates shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, prorated based upon the amount dates of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor commencement and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance termination of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this LeaseLease Term. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior The Tenant covenants and agrees to pay to the commencement Landlord, during each Lease Year, as operating cost, in advance, in equal consecutive monthly instalments and payable on the dates the monthly instalment of Minimum Net Rent is payable, the Term Proportionate Share of this Lease, Operating Costs. (b) The amount of such Proportionate Share of Operating Costs may be estimated by the Landlord for each Lease Year and prior the Landlord shall furnish to the commencement Tenant an estimate of each calendar year such Proportionate Share of Operating Costs and the Tenant shall pay to the Landlord such estimated Proportionate Share of Operating Costs in monthly instalments in advance as aforesaid during the Term of this Lease, such Lease Year. The Landlord may, at its option, provide Tenant with a then current if during the course of any such Lease Year there shall be any increase or decrease in the Landlord’s estimate of such Proportionate Share of Operating Costs for such Lease Year, adjust its estimate and upon the upcoming calendar year, Tenant being notified of such adjustment the Tenant’s monthly instalments of such estimated Proportionate Share of Operating Costs from and thereafter Tenant including the instalment next due after the giving of notice of adjustment shall pay, as Additional Rent, in monthly installments be adjusted in accordance with this Section 5the Landlord’s notice. (c) When the Operating Costs for such Lease Year are finally determined by the Landlord, Tenant s Proportionate Share of the Landlord s estimate shall furnish the Tenant with a statement showing the actual amount of the Operating Costs for such Lease Year upon request and the calendar year Landlord and Tenant covenant and agree each with the other that if an overpayment of such Operating Costs has been made by the Tenant the Landlord shall credit such amount to such Operating Costs for the next following Lease Year and if there is no such next following Lease Year such amount shall be paid to the Tenant and if an amount remains owing to the Landlord in question. Payments respect of such Operating Costs the Tenant s shall forthwith pay such amount to the Landlord. (d) Neither party may claim a readjustment of a Proportionate Share of Operating Costs based upon an error of estimation, determination or calculation of the Landlord s estimate Proportionate Share or of the Operating Costs shall be due and payable at unless claimed in writing before one year after the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each end of the remaining months of that year, in accordance with Lease Year to which the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premisesclaim relates. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior In addition to the commencement of the Term of base rent and other charges specified in this Lease, Tenant agrees to pay Landlord, Tenant's proportionate share of the operating costs of the common areas and prior of the building within which the Premises are located ("the Property") less the base amount. For purposes of this provision, the Property's operating costs shall include but not be limited to water, sewer, common area exterior electric, dumpster, fire alarm charges, parking area maintenance, lawn maintenance, management fees, operation and fair market rental expenses for FlexxspaceSM accommodations of any kind and nature and any other expense item associated with the ongoing maintenance, repair and operation of the Property and its common facilities (excluding insurance and real estate taxes). The amount of operating costs attributable to the commencement Property shall be calculated on a pro-rata basis. Tenant's proportionate share of the operating costs attributable to the Property is .0156, and is calculated upon the ratio of the area of the Premises (square feet) to the total area of the property in which the Premises is located. Base amount shall be the sum of the property operating expenses in the base year as set out in paragraph 14. Tenant's share of the operating cost less operating costs for the base year may be required to be paid by Tenant as additional rent in equal monthly installments, plus applicable tax, based upon Landlord's written estimate of the operating costs for the following calendar year. At the end of each calendar year during the Term of this Leaseyear, Landlord may, at its option, provide shall deliver to Tenant with a then current estimate statement showing the amount of Operating Costs the Property's operating costs for the upcoming prior calendar year, and thereafter Tenant shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share further showing Tenant's share thereof. If the total of the Landlord s estimate of the Operating Costs monthly payments made by Tenant for the calendar year in question. Payments of Tenant s Proportionate Share of period is less than Tenant's actual proportionate share for the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafterperiod, then Tenant shall pay Additional Rent, in each any deficiency to Landlord within thirty (30) days of the remaining months receipt of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlordnotice thereof. If the insurance policies maintained total monthly payments made by Landlord with respect to Tenant for the Property contain a deductibleperiod are more than Tenant's proportionate share for the period, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Landcredit such overpayment against future monthly payments. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior to the commencement of the Term term of this Lease, Lease and prior to the commencement March 1 of each calendar year during the Term of this Leasethereafter, or as soon thereafter as practicable. Landlord may, at its option, provide shall furnish Tenant with a then current estimate written statement of Operating Costs the estimated operating costs per square foot of gross rentable area of the Building for the upcoming such calendar year, and thereafter Tenant shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share . During the remainder of the Landlord s estimate of the Operating Costs for the such calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafteryear, Tenant shall pay Additional Rent, in each of Landlord at the remaining months of times that year, in accordance with the revised estimate. The failure of Landlord monthly Base Rent is due and payable hereunder an amount equal to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, nonone-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land twelfth (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.1/12) of the Buildings as well as the common elements product of the Building; 6) Costs number of all insurance carried by Landlord relating to gross square feet in the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to Premises times such estimate. If Tenant's monthly payment of estimated operating costs is greater than the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In monthly amount of operating expenses Tenant paid for the event that during any operating year all or any part then elapsed calendar months of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Landcalendar year, then in such eventthen, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by after such written estimate is given. Tenant shall be also pay to a condition precedent to Landlord s obligations to repair the deficiency for said elapsed calendar months. After the expiration of each calendar year falling in whole or restore in part within the Leased Premises. 7) Costs of repairs and maintenance term hereof. Landlord shall furnish Tenant with a written statement of the parking facilities and landscaping actual operating costs of the Buildings Project (and, if applicable, the Shared Parking Area) for the preceding calendar year, and Land; 8) Management 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 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 fore going operating costs shall include personal property taxes, fees or permi1:s or licenses, a management fee or fees not to exceed six five percent (65%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net Base Rent, landscaping and gardening cleaning, painting, decorating, paving, lighting, security guards, leasing and maintenance of music and intercom system; If any, removal of snow, trash, garbage and other refuse, heating, ventilating and air-conditioning, costs and expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Costconnection 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 cost of all types of insurance carried or paid for by any change Landlord, accounting 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 changes 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 deductible amounts payable under insurance policies. Landlord, in its reasonable discretion, shall from time to time determine the method of computing and operating costs, the allocation of operating costs to various types of space within the Building, and the extent of the appurtenances to the Project, and Tenant shall be bound thereby. Tenant's failure to pay Tenant's share of operating costs in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses manner herein provided shall be repaid treated hereunder in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants same manner as a separate charge pursuant to Section 5.A.2 default in the payment of this LeaseBase Rent. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior to the commencement of the Term term of this Lease, Lease and prior to the commencement March 1 of each calendar year during the Term of this Leasethereafter, or as soon thereafter as practicable, Landlord may, at its option, provide shall furnish Tenant with a then current estimate written statement of Operating Costs the estimated operating costs per square foot of gross rentable area of the Building for the upcoming such calendar year, and thereafter Tenant shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share . During the remainder of the Landlord s estimate of the Operating Costs for the such calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafteryear, Tenant shall pay Additional Rent, in each of Landlord at the remaining months of times that year, in accordance with the revised estimate. The failure of Landlord monthly Base Rent is due and payable hereunder an amount equal to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, nonone-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land twelfth (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.1/12) of the Buildings as well as the common elements product of the Building; 6) Costs number of all insurance carried by Landlord relating to gross square feet in the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to Premises times such estimate. If Tenant’s monthly payment of estimated operating costs is greater than the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In monthly amount of operating expenses Tenant paid for the event that during any operating year all or any part then elapsed calendar months of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Landcalendar year, then in such eventthen, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by after such written estimate is given, Tenant shall be a condition precedent also pay to Landlord s obligations to repair the deficiency for said elapsed calendar months. After the expiration of each calendar year falling in whole or restore in part within the Leased Premises. 7) Costs of repairs and maintenance term hereof, Landlord shall furnish Tenant with a written statement of the parking facilities and landscaping actual operating costs of the Buildings Project (and, if applicable, the Shared Parking Area) for the preceding calendar year, and Land; 8) Management 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 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, fees or permits or licenses, a management fee or fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating CostBase Rent, or by any change in the lawslandscaping and gardening, rulescleaning, regulations or orders painting, decorating, paving, lighting, security guards, leasing and maintenance of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings music and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental chargesintercom systems, if any, which are leviedremoval of snow, assessed or imposed upon or become due trash, garbage and payable other refuse, heating, ventilating and air-conditioning, costs and expenses in connection withwith meeting federal, state, or a lien uponlocal environmental energy standards, fire protection, water and sewage and other utility charges not separately metered and charged to particular Tenants, the Buildings cost of all types of insurance carried or Landpaid for by Landlord, or accounting costs, all costs of maintaining, repairing, and replacing paving, curb, sidewalks, roadways, landscaping, drainage, lighting and utility systems, the operation 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 (excepting federal and, if applicable, the Shared Parking Area), salaries and state taxes on income) including taxes levied by present or future taxing authorities compensation of personnel connected with such operation and all taxes maintenance and deductible amounts payable under insurance policies. Landlord, in its reasonable discretion, shall from time to time determine the method of whatsoever nature that are imposed in substitution forcomputing the operating costs, or in lieu ofthe allocation of operating costs to various types of space within the Building, any and the extent of the taxesappurtenances to the Project, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there Tenant shall be levied, assessed or imposed on Landlord or bound thereby. Tenant’s failure to pay Tenant’s share of operating costs in the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, manner herein provided shall be deemed to be included within treated hereunder in the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants same manner as a separate charge pursuant to Section 5.A.2 default in the payment of this LeaseBase Rent. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior Tenant shall, for the entire Lease Term, pay to Lessor as additional rent, without any set-off or deduction therefrom, a pro rata share of all costs which Lessor may incur in owning, maintaining, and operating the Project. Said costs are referred to herein as "Operating Costs" and are hereby defined to installments of special assessments payable with respect to the commencement Project, maintenance, repair, replacement and care of all heating, lighting, plumbing and air conditioning fixtures, equipment and systems serving the common areas, parking and landscape areas, signs, snow removal, non-structural repair and maintenance of the Term exterior of this Leasethe building, insurance premiums, management fees, wages and fringe benefits of personnel employed for such work, and costs of equipment purchased and used for such purposes, exclusive of depreciation, costs of tenant improvements and payments of principal and interest on any mortgages covering the Project. Operating Costs shall also include the yearly amortization of capital costs incurred by Lessor for improvements or structural repairs to the Project required to comply with any change in the law, rules or regulations of any governmental authority having jurisdiction, (in which case Tenant's liability and pro rata share shall be limited to $3,500.00 per calendar year); 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, and which in the case of capital costs for improvements for the purpose of reducing operating costs, shall not exceed the actual amount of operating cost reduction. As soon as reasonably practicable prior to the commencement of each calendar year during the Term of this LeaseLease Terms, Landlord may, at its option, provide Lessor shall furnish to Tenant with a then current an estimate of Tenant's share of Operating Costs Costs, if any, for the upcoming ensuing calendar year, year and thereafter Tenant shall pay, as Additional Rentadditional rent hereunder together with each installment of monthly base rent, in monthly installments in accordance with this Section 5one-twelfth (1/12th) of its estimated annual share of such Operating Costs. As soon as reasonably practicable after the end of each calendar year during the Lease Term, Lessor shall furnish to Tenant s Proportionate Share a certified statement of the Landlord s estimate of the actual Operating Costs for the previous calendar year in question. Payments year, including Tenant's share of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due such amount, and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, within thirty (30) days thereafter Tenant shall pay Additional Rentto Lessor, in each of or Lessor to Tenant as the remaining months of that yearcase may be, in accordance with the revised estimate. The failure of Landlord to estimate difference between such actual and estimated Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant paid by Tenant. Tenant's share of its obligation to pay the Tenant s Proportionate Share of Operating Costs. such excess Operating Costs means for the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management years in which this Lease commences and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees terminates shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, prorated based upon the amount dates of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor commencement and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance termination of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating CostLease Term. Also see Rider, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Leaseparagraph 3. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. Tenant shall, for the entire Term, pay to Landlord as an item of additional rent, without any setoff or deduction therefrom, its Proportionate Share of costs (a"Operating Costs") Prior which Landlord may incur in owning, maintaining and operating the Project during each calendar year of the Term. "Proportionate Share" is defined as the decimal equivalent of a fraction, the numerator of which is the Rentable Area of the Premises, and the denominator of which is the Rentable Area of the Building. For calendar year 2001, the Operating Cost estimate is $8.40 per Rentable Area. "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 the Landlord shall pay or become obligated to pay because of or in connection with the ownership and operation of the Project and supporting facilities of the Project, including but not limited to all real estate taxes and annual installments of special or other assessments payable with respect to the commencement Project, and all other taxes, service payments in lieu of taxes, excises, levies, fees or charges, general and special, ordinary and extraordinary, of any kind, which are assessed, levied, charged, confirmed or imposed by any public authority upon the Term of Project, its operations or rent provided for in this Lease; contest of any such taxes, including attorney's fees; management fees, insurance premiums, utility costs, janitorial costs, security costs, costs of wages, maintenance costs (relating to the Project and adjacent land including sidewalks, skyways, landscaping and parking or service areas, common areas, service contracts, equipment and supplies) and all other costs of any nature whatsoever which for federal tax purposes may be expensed rather than capitalized, but exclusive only of leasing commissions, depreciation, costs of leasehold improvements and payments of principal and interest on any mortgages, deeds of trusts, or other security devices covering the Project. Operating Costs shall also include the yearly amortization of capital costs incurred by the Landlord for improvements or structural repairs to the Project required to comply with any change in the laws, rules or regulations of any governmental authority having jurisdiction, or for purposes of reducing Operating Costs, which costs shall be amortized over the useful life of such improvements or repairs, as reasonably estimated by the Landlord or by the managing agent for Landlord. As soon as reasonably practicable prior to the commencement of each calendar year during the Term of this LeaseTerm, Landlord may, at its option, provide shall furnish to Tenant with a then current an estimate of Operating Costs for the upcoming ensuing calendar year, year and thereafter Tenant's Proportionate Share thereof. Tenant shall pay, as Additional additional rent hereunder together with each installment of Base Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant one-twelfth (1/12th) of its obligation to pay the Tenant s estimated annual Proportionate Share of Operating Costs. No later than Ninety (90) days after the end of each calendar year during the Term, Landlord shall furnish to Tenant a statement of the actual Operating Costs means for the aggregate previous calendar year, including Tenant's Proportionate Share of Operating Costs, and within thirty (30) days thereafter Tenant shall pay to Landlord, or Landlord shall credit to the next rent payments due Landlord from Tenant, as the case may be, any difference between the actual Operating Costs and the estimated Operating Costs paid by Tenant. Tenant's Proportionate Share of Operating Costs for the years in which this Lease commences and terminates shall be prorated by multiplying the actual Operating Costs by a fraction the numerator of which is the number of days of that year in the Term and the denominator of which is 365. Notwithstanding any other provision herein to the contrary, it is agreed that in the event the Project is not fully occupied at any time during the Term, an adjustment shall be made in computing the Operating Costs for such year so that the Operating Costs shall be computed for such year as though the Project had been fully occupied during such year (including, for real estate tax purposes, as if fully occupied and assessed as a completed Project). For a period of one year following Tenant's receipt of Landlord's statement of actual Operating Costs, Landlord shall keep available for Tenant's inspection copies of all expenses paid or incurred supporting statements relating to Operating Costs. During this period Tenant may audit Landlord's Operating Costs records upon reasonable notice to Landlord. The audit must be performed during regular business hours in the offices where Landlord maintains its accounting records. Within ten (10) business days after the date of the audit, Tenant will provide Landlord a copy of the audit. Tenant shall not have the right to audit while in default. No subtenant will have the right to audit under this provision. An assignee, approved by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating may have the right to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; providedaudit as provided herein, however, such right shall only apply to the extent that such employees are engaged assignee's term of occupancy in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable Premises pursuant to the Buildings Lease. In the event a discrepancy of seven percent (7%) or more is found in favor of Tenant, Landlord shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, pay the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premisesaudit. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. (a) Prior to the commencement of the Term of this Lease, and prior to the commencement of each calendar year during the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of Operating Costs for the upcoming calendar year, and thereafter Tenant shall pay, pay Landlord as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Tenant’s Pro-Rata Share of the Landlord s estimate (as defined hereunder) of the Operating Costs, as follows: (a) Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share are hereby defined as all of the costs and expenses which are incurred or accrued by Landlord s estimate in maintaining, managing, insuring, repairing or operating the Building and the remainder of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. ThereafterProperty, Tenant shall pay Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with under generally accepted industry accounting standardsprinciples, including, but not limited to, the following: 1) Wages to security; common area maintenance; landscaping; sales or use taxes on supplies or services; management and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projectsadministrative fees, the cost of such supplies Landlord’s insurance, legal and materials shall be equitably allocated among all such projects such that only that portion 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 other financing costs of Landlord, depreciation of improvements which are in existence or under construction as of March 1, 2009 other than under generally accepted accounting principle, depreciation of tenant improvements other than under generally accepted accounting principles, or any costs or expenses incurred or accrued exclusively for the cost benefit of the supplies and materials allocable to the Buildings shall be included specific tenants. (c) Tenant's Pro-Rata Share is defined for purposes of calculating Operating Costs; 3) Costs of waterthis lease, sewageas Tenant’s leasable area, powerwhich is hereby agreed to be approximately 31,583 square feet, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with divided by the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements leasable area of the Building;, which is hereby agreed to be approximately 360,000 square feet, Tenant’s Pro-Rata share is therefore 8.77%. 6(d) Tenant’s Operating Costs shall be payable by Tenant within twenty (20) business days after a reasonably detailed statement of all insurance carried actual expenses is presented to Tenant by Landlord. At Landlord's option, however, Tenant’s Pro-Rata Share of annual Operating Costs may be estimated by Landlord relating from time to time and the Buildings and Landsame shall be payable monthly or quarterly, includingas Landlord may designate, but not limited toduring each twelve (12) month period of the Term, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to on the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claimssame day as the monthly Base Rent is due hereunder. In the event that Tenant pays Landlord's estimate of Tenant's Pro-Rata Share of Operating Costs as described in the preceding sentence, Landlord shall deliver to Tenant within ninety (90) calendar days after the expiration of each calendar year a reasonably detailed statement showing Tenant's Pro-Rate Share of the actual Operating Costs incurred during any operating the preceding year. If Tenant's payments under this paragraph during such preceding year all or any part exceed Tenant's Pro-Rata Share as indicated on such statement, Tenant shall be entitled to the prompt cash reimbursement of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlordoverpayment. If the insurance policies maintained by Landlord with respect to the Property contain a deductibleTenant's payments under this paragraph during such preceding year were less than Tenant's Pro-Rata Share as indicated on such statement, then Tenant, in the event of a loss, Tenant shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. the deficiency within thirty (30) business days after delivery by Landlord to Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premisesstatement. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;

Operating Costs. In the event Operating Costs (ahereinafter defined) Prior to the commencement of the Term of this Lease, and prior to the commencement of each for any future calendar year during the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of Operating Costs for the upcoming calendar year, and thereafter Tenant shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share of the Landlord s estimate of are greater than the Operating Costs for the first calendar year, such first calendar year in question. Payments of Tenant s Proportionate Share of to be defined for the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 purposes of this Lease. Landlord reserves paragraph to mean the right to revise its estimate of Operating Costs from time to time year 2011, whether during the calendar year by giving Tenant written notice to that effect. ThereafterInitial Lease Term or any renewal period(s), Tenant shall pay Landlord, as Additional RentRent for each such future calendar year, in each an amount equal to 6.6% (the "Tenant's Proportionate Share") of the remaining months of that year, increase in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Tenant's Proportionate Share is determined by dividing the rentable square footage of the Leased Premises (approximately 8,736 square feet) by the total square footage on the Property (approximately 132,552 square feet). As used in this Lease, the term "Operating Costs means Costs" shall mean the aggregate of all reasonable and proper expenses and costs incurred and paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to Landlord for operating the ownership, maintenance, repair, management Property. Such expenses and costs shall be those that are usual and customary as found in the operation of the Buildings other first class office buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, includingshall include, but not be limited to, all expenses and costs that are required to operate, maintain or repair the following: 1) Wages building and salaries of all employees engaged in the operation and maintenance outside areas of the Buildings Property (including the cost of repairing and Landrestriping the parking areas, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees which cost shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2amortized over ten (10) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projectsyears), the cost of such supplies capital improvements designed to protect the health and materials shall be equitably allocated among all such projects such that only that portion safety of the tenants in the building (amortized over their useful life as reasonably determined by Landlord), the cost of the supplies all alterations and materials allocable improvements to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection building that are necessary to comply with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members ADA (as defined in Section 10.A.hereinafter defined) (amortized over their useful life) and the cost of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating monitoring and maintaining suitable indoor air quality (including regular inspections and repairs to the Buildings building HVAC system). Such expenses and Land, including, but costs shall not limited to, fire and extended coverage insurance, rental interruption include as Operating Costs any items for which Landlord will be compensated by insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations reimbursement by a particular tenant or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied costs directly borne by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxesothers. Notwithstanding the foregoing, however, if Operating Costs shall not include: Original project construction and site improvement costs and costs to correct defects in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basisoriginal construction; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses costs related to the collection of rent or the sale, capital improvements (except as set forth above); tenant leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees negotiation, disputes and bad debt losses brokerage commissions; financing, refinancing or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses syndication costs; costs related to negotiating remediation of hazardous substances; costs relating to correcting any violation of law, ordinance, rule or regulations not caused by Tenant or required by Tenant’s specific use; costs and enforcing leases; 5) The cost expenses of any repair made work occasioned by casualty or condemnation; fines and penalties of any nature (unless such fine or penalty is incurred due to an act or omission of Tenant); costs related to provision of services or benefits provided exclusively to some tenants but not to Tenant; costs resulting from the negligence or misconduct of Landlord because of the total or partial destruction of the Leased Premises its agents, servants, employees or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to contractors; legal and paid by specific tenants;accounting costs; and depreciation.

Operating Costs. (a) Prior to For the commencement purposes of the Term of this Lease, and prior to the commencement of each calendar year during the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of Operating Costs for the upcoming calendar year, and thereafter Tenant shall pay, as determining Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due include, without limitation, all costs, expenses and payable at the same time as Base Rent in accordance with Section 4 disbursements of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafterevery kind, Tenant shall pay Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs nature and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses description paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to (i) the Buildings management, operation, maintenance and Land, including, but not limited to, fire repair of the Building and extended coverage insurance, rental interruption insurance the land upon which the Building is located (the Building and liability insurance applicable land being collectively referred to hereinafter as the Buildings Property) and Land and Landlord s any personal property used in connection therewith, together fixtures, machinery, equipment, systems and apparatus located therein or used in connection therewith, that are reasonably allocated by Landlord and which in accordance with any deductibles thereongenerally accepted accounting principles, if applicableare considered as an expense of the Property, together with any costs incurred (ii) charges for electricity, power, gas, oil, water and other utilities used during the Lease Term which are paid by Landlord to recover the utility service provider, (iii) premiums for insurance proceeds or settle insurance claims. In the event that during any operating year coverage, (iv) all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings Impositions, (v) ordinary and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of necessary repairs and maintenance of the parking facilities Property and landscaping (vi) reasonable legal and accounting expenses, all for a particular calendar year or portion thereof as determined by Landlord and including all additional costs and expenses of operation and maintenance of the Buildings and Land; 8) Management fees not to exceed six Property which Landlord determines that it would have paid or incurred during such year if the Building had been one hundred percent (6100%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Landoccupied. For purposes hereofof determining Tenant's Proportionate Share, the term Taxes means denominator shall be the Operating Costs for the Property which shall be calculated in the aggregate and shall include all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien uponof the parcels comprising the Property. For purposes of this Section, the Buildings or Land, or the operation thereof, following shall not be included as Operating Costs: (excepting federal and state taxes on incomei) including taxes levied payments made by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any tenants of the taxesBuilding, impositionseither to third parties or to Landlord, assessments under agreements for direct reimbursement for services (e.g., separately metered utilities, separate contracted janitorial services, property taxes directly reimbursed to Landlord, etc.); (ii) costs of improvements to or alterations of space leased to tenants other charges included than Tenant or PhyCor, Inc. or their affiliates and the cost or expense of any insurance covering such improvements or alterations in this definition excess of Taxes and including without limitationthe All Risk casualty insurance carried by Landlord pursuant to Section 19 hereof; (iii) depreciation or amortization of any improvements to the Property (provided, any tax on rentshowever, that Landlord shall be permitted to create as an Operating Cost reasonable reserves for major capital repairs so as to maintain the Property in a first class manner); (iv) costs of repairing or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or restoring any portion of the foregoing taxes. Notwithstanding the foregoingBuilding damaged by fire or other casualty for which Landlord recovers insurance proceeds sufficient to effect such repairs and restoration; (v) costs of repairs, however, if in lieu alterations or replacements required as a result of the whole exercise of any right of eminent domain to the extent Landlord actually recovers from the condemning authority condemnation proceeds as a result of such condemnation; (vi) the cost of any special services rendered to other tenants of the Property which are not rendered to Tenant; (vii) costs of selling, syndicating, financing, mortgaging or hypothecating any part of any taxes or assessments levied, assessed or imposed on real estate and interest in the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11Property; (viii) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection Landlord's overhead costs, including legal salaries, equipment, supplies, rent and other occupancy costs or any other costs associated with the operation and internal organization and function of Landlord as a business entity; (ix) costs incurred as a result of Landlord's violation of any lease, contract, law or ordinance, including fines and fees and bad debt losses unless such violations are caused by a default of Tenant hereunder; (x) costs related to any building or reserves; 2) Replacement of capital investment items (land other than those set forth in Section 5.A.1(a)(8the Property, including any allocation of costs incurred on a shared basis, such as centralized accounting costs, unless the allocation is made on a reasonable and consistent basis that fairly reflects the share of such costs actually attributable to the Property and unless such sharing of costs actually reduces Operating Costs; and (xi) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost the part of any repair made by Landlord because cost or other sum paid to any affiliate of the total HR or partial destruction of the Leased Premises to any other party that exceeds a Commercially Reasonable price or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;cost.

Operating Costs. (a1) Prior Landlord shall pay all Operating Costs (below defined) for the Project except that Tenant shall pay its proportionate share (below defined) of the amount equal to the commencement of difference between (x) the Term of this Lease, and prior to the commencement of each calendar year during the Term of this Lease, Landlord may, at its option, provide Tenant with a then current estimate of actual Operating Costs for the upcoming calendar yearProject for the year in question, and thereafter Tenant shall pay, as Additional Rent, in monthly installments in accordance with this Section 5, Tenant s Proportionate Share of (y) the Landlord s estimate of the actual Operating Costs for the calendar year in question2000 (the "Base Year"). Payments The Base Year calculation shall be --------- inclusive of a fully assessed building for tax purposes, such difference being referred to herein as the "Operating Costs Increase Expense." If the -------------------------------- Commencement Date is a date later an January 1, 2000, then "the actual Operating Costs for the calendar year 2000" shall be calculated as follows: The days elapsing from the Commencement Date through December 31,2000, shall be the "Actual Days". The actual Operating Costs for the Actual Days shall be the "Base ----------- ---- Operating Costs". Divide the Base Operating Costs by the number of Actual Days, --------------- and multiply the result by 365. By April 15 of each year from and after the Base Year, Landlord shall deliver to Tenant s Proportionate Share of the Landlord s a good faith estimate of the Operating Costs Increase Expense and any Additional Rent to be paid by Tenant for each calendar year following the Base Year during the Term, and Tenant shall pay to Landlord, along with the Base Rent each month, an amount equal to one-twelfth of its estimated proportionate share for such calendar year or part thereof. From time to time Landlord may estimate and re-estimate the Operating Costs to be due from Tenant and payable at deliver a copy of the same time as Base Rent in accordance with Section 4 of this Leaseestimate or re-estimate to Tenant. Landlord reserves Thereafter, the right to revise its estimate monthly installments of Operating Costs from time to time during the calendar year Increase Expense payable by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each of the remaining months of that year, be appropriately adjusted in accordance with the revised estimateestimation so that, by the end of the calendar year in question, Tenant shall have paid all of its proportionate share of the estimated Operating Costs Increase Expense. Any amounts paid based on such an estimate shall be subject to adjustment as OFFICE LEASE AGREEMENT - Page - 4 ---------------------- herein provided based on the actual Operating Costs for each calendar year. The Operating Costs Increase Expense shall be "Additional Rent" hereunder. The failure of Landlord to exercise its rights hereunder to estimate the Operating Costs Increase Expense and bill Tenant on require payment of same as Additional Rent shall not constitute a monthly basis shall in no event relieve Tenant waiver of its obligation such rights which rights may be exercised from time to pay the Tenant s Proportionate Share of time at Landlord's discretion. (2) The term "Operating Costs. Operating Costs means the aggregate of " shall mean all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating and --------------- disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, maintenanceoperation, repair, management maintenance and operation repair of the Buildings Project (exclusive of such expenses and Land and any sidewalks disbursements that are paid by Tenant or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligationare Landlord's express responsibility hereunder), determined on an accrual basis in accordance with generally accepted industry sound accounting standardsprinciples used in practice by accounting professionals consistently applied, including, but not limited to, the following: 1following costs: (A) Wages wages and salaries (including management fees) of all employees engaged in the operation and maintenance of the Buildings and LandProject, including taxes, insurance and benefits relating thereto; provided, however, thereto which wages and salaries are prorated according to the extent that such employees are engaged percentage of time each employee spends in the operation or and maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2Project; (B) Costs of all supplies and materials used in the operation, maintenance, repair repair, and management replacement of the Buildings Project; (C) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating costs of the Project, as well as capital improvements made in order to comply with any law hereafter promulgated by any governmental authority, as amortized over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (D) insurance expenses; (E) repairs, replacements, and Landgeneral maintenance of the Project; provided(F) service or maintenance contracts with independent contractors for the operation, howevermaintenance, repair, or replacement of the Building (including without limitation, alarm service, card entry system, window cleaning, landscaping service, and elevator maintenance); (G) all provided utilities, other than electricity, telephone and other telecommunications the cost of which are the responsibility of Tenant; (H) janitorial services (subject to Paragraph 8(c)(3) below); and (I) Taxes (defined ----------------- below). Operating Costs shall not include costs for (i) capital improvements made to the Building, other than capital improvements described above and except for items which are generally considered maintenance and repair items, such as painting of common areas, replacement of carpet in elevator lobbies, and the like; (ii) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or by other third parties; (iii) interest, amortization or other payments on loans to Landlord; (iv) depreciation, (v) leasing commissions; (vi) legal expenses for services in negotiation of this Lease; (viii) federal income taxes imposed on or measured by the income of Landlord from the operation of the Building, (viii) janitorial services paid directly by Tenant if Tenant so elects to provide its own services, (ix) electric, telephone, and other telecommunications costs attributable to the Project, (x) Landlord's obligations under Exhibit "B" hereto, (xi) overhead and profit ----------- increment paid to subsidiaries or affiliates of Landlord or its partners for services on or to the Project, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost costs of such supplies services exceed competitive costs for such services rendered by persons or entities of similar skill, competence and materials shall experience, other than a subsidiary or affiliate of Landlord or its partners; (xii) costs of Landlord's general overhead and general administrative expenses which would not be equitably allocated among all such projects such that only that portion chargeable to operating expenses of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3Project in accordance with sound accounting principles consistently applied; (xiii) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, based upon the amount of such deductible. Tenant s Share of such deductible amount shall be payable to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental chargesrent, if any, incurred in OFFICE LEASE AGREEMENT - Page - 5 ---------------------- leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature, except equipment which are leviedis used in providing janitorial services and which is not affixed to the Project; (xiv) all items and services for which Tenant reimburses Landlord (other than through Tenant paying Operating Costs Increase Expense) or for which Tenant pays third persons; (xv) any expenses relating to the structural integrity of the foundation, assessed or imposed upon or become due and payable in connection withexterior walls, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any roof of the taxesProject, impositions, assessments or other charges included except as specifically provided for in this definition Lease; and (xvi) any fines, penalties, legal judgments or settlements of Taxes and including without limitation, any tax on rents, causes of action by or other tax levied against Landlord unless caused by Tenant or the Leased Premises in lieu of supplementing all or any portion Tenant's Representatives. Tenant acknowledges and agrees that other than Landlord's installation of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu door card entry system as part of the whole or any part of any taxes or assessments leviedWork and maintenance thereof as an Operating Cost, assessed or imposed on real estate and the improvements thereon, there Tenant shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or wholly and solely responsible for all other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes matters of security for the purpose hereof. HoweverProject, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent no responsibility or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost liability of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;kind therefor.

Operating Costs. Tenant shall have responsibility for performing all maintenance and repair obligations (aother than Landlord's maintenance obligations set forth in Section 7) Prior with respect to the commencement of Premises ("TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS"). As long as Tenant is performing Tenant's Maintenance and Repair Obligations, Tenant shall have no liability to pay Landlord the Term of this LeaseOperating Costs (defined below) identified in Sections 4.(b)(G) - (H). Should Tenant fail or cease to perform Tenant's Maintenance and Repair Obligations, and prior Tenant shall pay to Landlord the commencement of each calendar year during annual Operating Costs identified in Sections 4(b)(G)-(H). Except as set forth above, Tenant shall pay to Landlord the Term of this Lease, annual Operating Costs. Landlord may, at its option, provide Tenant with may make a then current good faith estimate of Operating Costs to be due by Tenant for any calendar year or part thereof during the upcoming Term. During each calendar yearyear or partial calendar year of the Term, and thereafter Tenant shall paypay to Landlord, as Additional in advance concurrently with each monthly installment of Basic Rent, in an amount equal to the estimated 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 Operating Costs to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Operating Costs payable by Tenant shall be appropriately adjusted in accordance with this Section 5the estimations so that, Tenant s Proportionate Share by the end of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate have paid all Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith estimated by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, Any amounts paid based upon the amount of on such deductible. Tenant s Share of such deductible amount an estimate shall be payable subject to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants adjustment as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term herein provided when actual Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;are available for each calendar year.

Operating Costs. (a1) Prior to Tenant shall pay an amount (per each rentable square foot in the commencement Premises) ("Additional Rent") which is Tenant's Proportionate Share (defined below) of the Term amount by which the Operating Costs incurred with respect to any calendar year (or partial calendar year) exceed the Operating Expense Base Amount (defined below). For purposes of this Lease, "Operating Expense Base Amount" shall mean $4.83 per rentable square foot per annum. Landlord may collect such amount in a lump sum, which shall be due within 30 days after Landlord furnishes to Tenant the Operating Costs and prior Tax Statement (defined below). Alternatively, Landlord may make a good faith estimate of the Additional Rent to be due by Tenant for any calendar year or part thereof during the commencement Term, and Tenant shall pay to Landlord, on the Commencement Date and on the first day of each calendar month thereafter, an amount equal to the estimated Additional Rent for such calendar year during or part thereof divided by the Term number of this Leasemonths therein. From time to time, Landlord maymay estimate and re-estimate the Additional Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, at its option, provide Tenant with a then current estimate the monthly installments of Operating Costs for the upcoming calendar year, and thereafter Additional Rent payable by Tenant shall pay, as Additional Rent, in monthly installments be appropriately adjusted in accordance with this Section 5the estimations so that, Tenant s Proportionate Share by the end of the Landlord s estimate of the Operating Costs for the calendar year in question. Payments of Tenant s Proportionate Share of the Landlord s estimate of the Operating Costs shall be due and payable at the same time as Base Rent in accordance with Section 4 of this Lease. Landlord reserves the right to revise its estimate of Operating Costs from time to time during the calendar year by giving Tenant written notice to that effect. Thereafter, Tenant shall pay Additional Rent, in each have paid all of the remaining months of that year, in accordance with the revised estimate. The failure of Landlord to estimate Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay the Tenant s Proportionate Share of Operating Costs. Operating Costs means the aggregate of all expenses paid or incurred by or on behalf of Landlord, whether structural, non-structural, foreseen or unforeseen, relating to the ownership, maintenance, repair, management and operation of the Buildings and Land and any sidewalks or any other areas related to the Buildings and Land which Landlord has a repair or maintenance obligation, determined on an accrual basis in accordance with generally accepted industry accounting standards, including, but not limited to, the following: 1) Wages and salaries of all employees engaged in the operation and maintenance of the Buildings and Land, including taxes, insurance and benefits relating thereto; provided, however, to the extent that such employees are engaged in the operation or maintenance of other projects, the wages and salaries of such employees shall be equitably allocated among all such projects such that only that portion of the wages and salaries of such employees allocable to the Buildings shall be included for purposes of calculating Operating Costs; 2) Costs of all supplies and materials used in the operation, maintenance, repair and management of the Buildings and Land; provided, however, to the extent that such supplies and materials are used in the operation or maintenance of other projects, the cost of such supplies and materials shall be equitably allocated among all such projects such that only that portion of the cost of the supplies and materials allocable to the Buildings shall be included for purposes of calculating Operating Costs; 3) Costs of water, sewage, power, heating, lighting, air conditioning, ventilating, and other utilities furnished in connection with the operation of the Buildings and Land (excluding any costs billed to specific tenants); 4) Costs of all maintenance and service agreements for the Buildings and Land, including, but not limited to, security service, alarm service, window cleaning service, janitorial service, landscape maintenance, pest control and elevator maintenance; 5) Costs to maintain and repair the Structural Members (Additional Rent as defined in Section 10.A.) of the Buildings as well as the common elements of the Building; 6) Costs of all insurance carried by Landlord relating to the Buildings and Land, including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to the Buildings and Land and Landlord s personal property used in connection therewith, together with any deductibles thereon, if applicable, together with any costs incurred by Landlord to recover insurance proceeds or settle insurance claims. In the event that during any operating year all or any part of such coverage is written under a blanket policy or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Buildings and Land, then in such event, the amount considered to be the insurance premiums with respect to such coverage for such operating year shall be determined in good faith estimated by Landlord. If the insurance policies maintained by Landlord with respect to the Property contain a deductible, then Tenant, in the event of a loss, shall pay to Landlord Tenant s Proportionate Share thereof, Any amounts paid based upon the amount of on such deductible. Tenant s Share of such deductible amount an estimate shall be payable subject to Landlord within ten (10) days following receipt from Landlord of a statement therefor and payment thereof by Tenant shall be a condition precedent to Landlord s obligations to repair or restore the Leased Premises. 7) Costs of repairs and maintenance of the parking facilities and landscaping of the Buildings and Land; 8) Management fees not to exceed six percent (6%) of the gross rent generated by the Buildings ( Management Fees ); 9) All net expenses properly allocable to any operating year for any capital improvement or structural repair incurred to reduce or limit increases in Operating Cost, or by any change in the laws, rules, regulations or orders of any governmental or quasi- governmental authority having jurisdiction or expenses resulting from normal repair or maintenance, which expenses shall be repaid in equal monthly installments together with interest at applicable rates over the lesser of the useful capital life of the capital improvement or structural repair or the operational savings payback period; 10) All Taxes relating to the Buildings and Land. For purposes hereof, the term Taxes means all taxes, impositions, assessments and all other governmental charges, if any, which are levied, assessed or imposed upon or become due and payable in connection with, or a lien upon, the Buildings or Land, or the operation thereof, (excepting federal and state taxes on income) including taxes levied by present or future taxing authorities and all taxes of whatsoever nature that are imposed in substitution for, or in lieu of, any of the taxes, impositions, assessments or other charges included in this definition of Taxes and including without limitation, any tax on rents, or other tax levied against Landlord or the Leased Premises in lieu of supplementing all or any portion of the foregoing taxes. Notwithstanding the foregoing, however, if in lieu of the whole or any part of any taxes or assessments levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord or the Leased Premises a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term Taxes for the purpose hereof. However, Taxes excludes the portion, if any, of ad valorem taxes against the Leased Premises that is paid by tenants adjustment as a separate charge pursuant to Section 5.A.2 of this Lease. 11) Any charges incurred by ▇▇▇▇▇▇▇▇ as Owner of the Land under any declaration of covenants, conditions and restrictions covering the Commercial Park ( POA Charges ). Notwithstanding anything to the contrary contained herein, Landlord shall have the right to cause Tenant s Proportionate Share of the POA Charges to be collected directly from the Tenant by the POA on an annual basis; and 12) Legal and accounting expenses incurred with respect to the Buildings and Land, but excluding legal expenses related to the collection of rent or the sale, leasing or financing of the Buildings and Land. (b) Expressly excluded from the definition of the term herein provided when actual Operating Costs are: 1) Any and all collection costs, including legal fees and bad debt losses or reserves; 2) Replacement of capital investment items (other than those set forth in Section 5.A.1(a)(8) above); 3) Costs actually reimbursed by insurance proceeds; 4) Rent and similar commissions, excluding Management Fees set forth in 5.A.1(a)(7) above, advertising, and legal expenses related to negotiating and enforcing leases; 5) The cost of any repair made by Landlord because of the total or partial destruction of the Leased Premises or Buildings or the condemnation of a portion of the Leased Premises or Buildings; 6) Specific costs billed to and paid by specific tenants;are available for each calendar year.