Common use of Operating Expenses and Additional Rent Clause in Contracts

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the Building, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises (collectively, the "Building Appurtenance Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building and the Building Appurtenance Area, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Area and cost of improvements to the Building and the Building Appurtenance Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Area generally. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses. Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Area or are made with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area and cost of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (but specifically excluding any such improvements made necessary solely as a result of the particular use of the Building or the Building Common Area by another tenant of the Building other than Tenant). Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses. Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant T▇▇▇▇▇ agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share Tenant’s Percentage Share of Operating Expenses (as hereinafter defined)in the manner described in this Section 6. "Operating Expenses" shall be are defined as all reasonable expenses for operation, repair, maintenance and replacement and maintenance as necessary to keep (i) the Building, Building and (ii) the driveways, parking areas, truck courts, LEGAL02/32900769v10 Building Common Area fully operational and other improvements (other than the Building) located on the Land, and serving the Demised Premises (collectively, the "Building Appurtenance Area") in good order, condition and repair, including but not limited to, : (i) the cost of all utilities for the Building and the Building Appurtenance Common Area, (ii) expenses associated with the driveways and parking areas (including sealing and restriping, and snowtrash, trash and, if applicable, snow and ice removal) and truck ramps, (iii) expenses associated with the maintenance and repair of the roof and roof drainage system of the Building (but not the expense of replacing the roof or roof drainage system that would be treated as a capital improvement), (iv) expenses associated with the periodic maintenance of the exterior walls of the Building, including, without limitation, caulking and painting, (v) expenses associated with sprinkler systems, security systems, fire detection and prevention systems, systems and lighting facilities, (vi) expenses associated with landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, lines and facilities and sewer lines, (vii) all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants or development standards (including, without limitation, such dues and assessments payable pursuant charged by owners’ associations) (the “Covenants”), (ix) property management fees (not to the Declaration exceed three percent (3%) of Protective Covenants gross rental for the Projectapplicable year), as amended from time to time in accordance with the terms thereof (the "Protective Covenants")x) or development standards, property management fees, all real property taxes and taxes, payment-in-lieu of taxes, special assessments and similar charges imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, and (xi) all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area and cost of improvements to the Building and the Building Appurtenance Area required by any law(including, ordinance or regulation applicable to the Building and the Building Appurtenance Area generallywithout limitation, commercially reasonable deductibles). Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising8(b). Notwithstanding the foregoing, marketing or commission expenses. Furtheras to property management fees, Operating Expenses Tenant shall not include pay Landlord the costs for capital improvements unless such costs are incurred for property management fees directly attributable to the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Area or are made Rent payable with respect to improvements made the Premises, and not Tenant’s Percentage Share of the management fees payable on the entire Building. Notwithstanding the foregoing, Landlord shall, in Landlord’s reasonable discretion, have the right to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The adjust Tenant's proportionate share of individual components of Operating Expenses if Tenant’s Percentage Share thereof would not equitably allocate to be paid by Tenant shall be a percentage its share of the such component of Operating Expenses based upon the proportion that the square footage in light of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth particular use of, manner of use of and/or level of tenant improvements in Section 1(j))the Premises. Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. From time to time during any calendar year, L▇▇▇▇▇▇▇ may revise Landlord's estimate and adjust Tenant's monthly payments to reflect such revised estimate. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in . In the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant or, if the Term has expired or has been terminated and no Event of Default exists has occurred hereunder, remit such overpayment to Tenant. The obligations in the immediately preceding sentence two sentences shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such any partial calendar year at the beginning or end of the Term shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "“Operating Expenses" ” shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "“Building Appurtenance Common Area"”) fully operational and in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area (including, without limitation, commercially reasonable deductibles), and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include (i) property management fees or (ii) the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area (in which case such costs shall be amortized on a straight line basis over the useful life of such capital improvement, as reasonably determined by Landlord or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "“Tenant's ’s Operating Expense Percentage" ” and set forth in Section 1(j)); provided that, as to management fees, Tenant shall pay Landlord the management fees directly attributable to the Rent (as hereinafter defined) payable hereunder with respect to the Demised Premises, and not Tenant’s Operating Expense Percentage of the management fees payable on the entire Building. Notwithstanding the foregoing, Landlord shall, in Landlord’s reasonable discretion, have the right to adjust Tenant’s proportionate share of individual components of Operating Expenses if Tenant’s Operating Expense Percentage thereof would not equitably allocate to Tenant its share of such component of Operating Expenses in light of Tenant’s particular use of, manner of use of and/or level of tenant improvements in the Demised Premises. Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a an itemized statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's ’s proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses incurred by Landlord for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the drivewaysparking areas associated therewith, parking areas, truck courts, and other improvements (other than the Building) located as designated on the Land, and serving the Demised Premises Exhibit A-1 attached hereto (collectively, the "Building Appurtenance Common Area") ), in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, restriping of the parking area and snow, trash and ice removal)) located in the Common Area, security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, curbs and drainage strips, sewer linesfacilitiesfor the Building or the Common Area, all charges assessed against or attributed to the Land or the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof Corridor Business Park (the "Protective Covenants")) or development standards, property management feesfees [provided that any such management fees to a parent, subsidiary or affiliate of Landlord shall be at competitive rates in the Market Area (as defined in Exhibit C attached hereto)], all real property taxes and special assessments imposed upon the Building and the Building Appurtenance AreaLand (on an accrual basis), all costs of insurance premiums paid by Landlord with respect to the Building and the Building Appurtenance Common Area (but subject to the limitations set forth in Section 6(e), below), and cost costs of improvements to the Building and the Building Appurtenance Area required by any future law, ordinance or regulation enacted after the Lease Date and applicable to the Building generally (and not because of the particular use of the Building Appurtenance Area generallyby a particular tenant, such costs to be borne by such tenant and not to be included within Operating Expenses), which cost shall be amortized on a straight line basis over the useful life of such improvement, as determined by generally accepted accounting principles consistently applied, to the extent applicable, or as otherwise reasonably determined by Landlord. Operating Expenses shall not include expenses for the costs of any maintenance and maintenance, repair or replacement required to be performed by Landlord at its own expense under Section (10)(b) ). Notwithstanding anything in this Section 6 or advertisingelsewhere in this Lease to the contrary, marketing or commission expensesthe amount of Operating Expenses actually payable by Tenant for the first year following the Lease Commencement Date, i.e., the total Operating Expenses for the Building multiplied by the Tenant's Operating Expense Percentage, shall not exceed $.1290 per square foot per month. The limitation imposed by the immediately preceding sentence shall have no effect on Operating Expenses for the period following the first anniversary of the Lease Commencement Date. Landlord shall use reasonable diligence to incur Operating Expenses in a manner which is consistent with the operation of similar buildings of comparable age and quality in the Market Area. Further, Operating Expenses shall not include (1) the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Area or are made with respect to improvements made to comply with future laws, ordinances or regulations as described above. , (2) the costs of improvements to the Building required by any law, ordinance or regulation in existence on or before the Lease Date and applicable to the Building generally (and not because of the particular use of the Building by a particular tenant), (3) depreciation, interest and principal payments on mortgages and other debt costs, (4) real estate brokers' leasing commissions or compensation, (5) any cost or expenditure (or portion thereof) for which Landlord is reimbursed, whether by insurance proceeds or otherwise, (6) the cost of any service or improvements furnished to any other occupant of the Building which Landlord does not provide to Tenant hereunder, (7) advertising and promotional expenses, (8) federal or other income and franchise taxes of Landlord, (9) compensation paid to any employee of Landlord other than the property management fee allowed hereunder, (10) any amount paid by Landlord to a parent, subsidiary or affiliate of Landlord for any product or service in excess of the cost of such product or service reasonably obtainable in the Market Area from persons unrelated to Landlord and (11) costs incurred by Landlord to study, remove or remediate Hazardous Substances at the Building or in the Common Areas (provided that the exclusion of such costs from Operating Expenses is not intended to modify in any way the provisions of Section 16 of this Lease); the costs described in the foregoing items (1) through (11) shall be accounted for in accordance with generally accepted accounting principlesthe sole and exclusive responsibility of Landlord. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure being referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and shall provide such estimate to Tenant) prior to or with reasonable promptness after the beginning of each calendar year during the Term. Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall shall, at the option of Tenant (so long as no Event of Default has occurred and is then continuing), credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this LeaseTenant. If the Lease Commencement Date shall fall on a day other than the first day of the calendar year, and/or if the Expiration Date shall fall on a day other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as as, without duplication, all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") fully operational and in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snowtrash, trash snow and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area (including, without limitation, commercially reasonable deductibles), and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation enacted or promulgated after the Lease Commencement Date and applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses. Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principlesprinciples consistently applied ("GAAP"). The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)); provided that, as to management fees, Tenant shall pay Landlord the management fees directly attributable to the Rent (as hereinafter defined) payable hereunder with respect to the Demised Premises, and not Tenant's Operating Expense Percentage of the management fees payable on the entire Building, and, for each Lease Year during the Primary Term (and in no event during any extended term), such management fees shall not exceed two percent (2%) of the total amount of Base Rent and Operating Expenses payable hereunder during each such Lease Year during the Primary Term. Notwithstanding the foregoing, Landlord shall, in Landlord's reasonable discretion, have the right to adjust Tenant's proportionate share of individual components of Operating Expenses if Tenant's Operating Expense Percentage thereof would not equitably allocate to Tenant its share of such component of Operating Expenses in light of Tenant's particular use, manner of use and/or level of tenant improvements in the Demised Premises (and Landlord shall use good faith, diligent efforts to include in every other lease in the Building language substantially similar to the foregoing so as to entitle Landlord to make similar adjustments with respect to such other tenants' Operating Expenses as and where appropriate). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). ) "Operating Expenses" shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing scaling and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Area Common Area, and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally which law, ordinance or regulation becomes effective after the Lease Commencement Date (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include (i) expenses for the costs of any maintenance and repair required to So be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing (ii) costs associated with the negotiation of other tenant leases or commission expenses(iii) any item charged to Tenant elsewhere in the Lease. Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). ) Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Term Within a reasonable time after the end of each calendar year, . Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, . Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. hereunder The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "“Operating Expenses" ” shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "“Building Appurtenance Common Area"”) in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Area Common Area, and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "“Tenant's ’s Operating Expense Percentage" ” and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit within thirty (30) days such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's ’s proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. 11.01 The term 110perating Expenses11 as used in this Lease shall mean and include all expenses incurred and payable by the Landlord in the operation, maintenance, repair and management of the Lands being expenses which are ordinarily chargeable against income in accordance with good accounting practice and certified correct by a chartered accountant appointed by the Landlord, and without restricting the generality of the foregoing shall include: #11848064 (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses taxes, rates and assessments, whether general ot· special, levied or assessed for operationmunicipal, repair, replacement and maintenance as necessary to keep (i) the Building, and (ii) the driveways, parking areas, truck courts, and school or other improvements (other than the Building) located on the Land, and serving the Demised Premises (collectively, the "Building Appurtenance Area") in good order, condition and repair, including but not limited to, utilities purposes or levied or assessed by any lawful government authority for the Building and the Building Appurtenance Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building and the Building Appurtenance Area, all costs of insurance paid by Landlord purposes with respect to the Lands and including all goods and services taxes (and/or sales taxes) on Rent or other taxes imposed on the Landlord in respect of the Rent payable to the Landlord by tenants of the Building or in respect of the rental of space in the Building to such tenants but excluding those taxes and rates referred to in paragraph 11.03; (b) electric power and lighting expenses, other than those paid directly by the Tenant and refel'l'ed to in paragraph 5.02 hereof; (c) salaries and wages (including employee benefits and workers1 compensation, but excluding any wages and benefits paid for directly by the Tenant) and the Building Appurtenance Area and cost of improvements independent service contracts incurred in the cleaning, maintenance, management and operation of the Building, grounds and parking areas; (d) all expenses including administration, management, audit, and miscellaneous general expenses related to the Building Lands and Building, but excluding debt interest, debt repayment, penalties for late payment of propet·ty taxes and depreciation charges; (e) all charges incurred as a result of the Building Appurtenance Area required Landlord obtaining insurance against loss or damage by any law, ordinance fire or regulation applicable to other casualties and against loss of rentals; (f) expenses incurred in cleaning and repainting the Building and the Building Appurtenance Area generally. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses. Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses exterior of the Building or the Building Appurtenance Area common area of the Building; (g) expenses incurred in keeping free of litter, dirt, snow and ice the parking area of and the sidewalks adjacent to the Building; (h) all repairs performed in accordance with paragraph 6.05 herein, except for structural repairs, provided that the cost of such repairs that exceed minor repairs (in excess of $10,000) are amortized on a straight line basis over the normal life expectancy of the items being repaired or are made with respect to improvements made to comply with lawsreplaced, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share practices; (i) repairs or replacements to fixtures and equipment, provided that, if they exceed $10,000 individually ot· an aggregate of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such $25,000 per calendar year, the cost of such repairs or part thereof, during replacements are amortized on a straight line basis over the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement normal life expectancy of the actual amount items being repaired or replaced, in accordance with generally accepted accounting practices, or the Landlord has obtained the prior consent of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant which consent shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall not be apportioned prorata.unreasonably withheld;

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "“Operating Expenses" ” shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "“Building Appurtenance Common Area"”) fully operational and in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), roof, security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management feesfees (Tenant’s annual share of management fees shall be in an amount equal to 3.0% of the amount of annual Rent due hereunder), all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area (including, without limitation, commercially reasonable deductibles), and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "“Tenant's ’s Operating Expense Percentage" ” and set forth in Section 1(j)); provided that, as to management fees, Tenant shall pay Landlord the management fees directly attributable to the Rent (as hereinafter defined) payable hereunder with respect to the Demised Premises, and not Tenant’s Operating Expense Percentage of the management fees payable on the entire Building. Notwithstanding the foregoing, Landlord shall, in Landlord’s reasonable discretion, have the right to adjust Tenant’s proportionate share of individual components of Operating Expenses if Tenant’s Operating Expense Percentage thereof would not equitably allocate to Tenant its share of such component of Operating Expenses in light of Tenant’s particular use of, manner of use of and/or level of tenant improvements in the Demised Premises. Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Base Rent Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's ’s proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "“Operating Expenses" ” shall be defined as all reasonable expenses actually incurred by Landlord for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "“Building Appurtenance Common Area"”) fully operational and in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snowtrash removal), trash roof (but only with respect to routine maintenance thereof and ice removalnot including any cost incurred by Landlord to replace the roof or any other expenditure on the roof which would be classified as a capital expenditure under generally accepted accounting principles), security systems, fire detection and prevention systems, lighting facilities, landscaped areasareas (provided that Landlord may not include in Operating Expenses the cost of any material upgrade of the landscaping in place as of the Lease Date), walkways, painting and caulkingcaulking (to the extent required during the Term as part of proper maintenance of the Building, and not any painting which Landlord may undertake solely for cosmetic purposes or as part of any general refurbishment of the Building for marketing or leasing purposes), directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management feesfees (subject to the limitation hereinafter specified), all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed (on an accrual basis, without regard for the date or dates on which payments of such real property taxes may actually be due), all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area (including, without limitation, earthquake coverage and cost commercially reasonable deductibles), and costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by Tenant or any other tenant of the Building, with such costs being borne exclusively by Tenant or such other tenant, as applicable), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "“Tenant's ’s Operating Expense Percentage" ” and set forth in Section 1(j)); provided that, as to management fees, Tenant shall pay Landlord the management fees directly attributable to the Rent (as hereinafter defined) payable hereunder with respect to the Demised Premises, but not to exceed 1.5% of the Rent, and not Tenant’s Operating Expense Percentage of the management fees payable on the entire Building. Notwithstanding the foregoing, Landlord shall have the right to make a reasonable adjustment in Tenant’s proportionate share of individual components of Operating Expenses if Landlord can reasonably demonstrate that Tenant’s Operating Expense Percentage, when applied to such component, does not equitably allocate to Tenant its share of said component of Operating Expenses in light of either Tenant’s particular use or manner of use of the Demised Premises or the nature and extent of any improvements to the Demised Premises installed by Tenant during the Term in accordance with this Lease. Any disagreement between Landlord and Tenant with respect to any such special allocation shall be resolved using the Dispute Resolution Procedure, with real estate brokers licensed in the State of California and having not less than ten (10) years experience selling and leasing property in Riverside County, California, comparable to the Building, acting as Officials. Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's ’s proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share Tenant’s Operating Expense Percentage of Operating Expenses (as hereinafter defined). "“Operating Expenses" ” shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "“Building Appurtenance Common Area"”) fully operational and in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snowtrash, trash snow and ice removal), roof, security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area (including, without limitation, commercially reasonable deductibles), and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation enacted after the Lease Commencement Date applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as determined in accordance with generally accepted accounting principles consistently applied. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include include: (i) the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. ; (ii) cost of repairs or other work occasioned by fire, windstorm or other casualty of an insurable nature or by the exercise of eminent domain for which Landlord receives compensation (provided that Landlord may include in Operating Expenses shall a reasonable insurance deductible in the event of casualty affecting the Building); (iii) leasing commissions, attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants, other occupants, or prospective tenants or occupants; (iv) renovating or otherwise improving or decorating, painting or redecorating space for tenants or other occupants of the Building; (v) Landlord’s costs of electricity and other services that are sold to tenants and for which Landlord is entitled to be accounted reimbursed by tenants as an additional charge or rental over and above the basic rent payable under the lease with such tenant; (vi) depreciation and amortization; (vii) expenses in connection with services or other benefits of a type which are not made available to Tenant but which are provided to other tenants or occupants; (viii) expenses resulting from the negligence of Landlord, its agents, contractors or employees; (ix) any costs, fines or penalties incurred due to violations by Landlord of any governmental rule or authority; (x) interest on debt or amortization payments on any mortgage or mortgages, and rental under any ground or underlying lease or leases; (xi) any bad debt loss, rent loss, or reserves for bad debts or rent loss; (xii) compensation paid to officers and executives of Landlord above the level of property manager; (xiii) cost incurred in accordance connection with generally accepted or directly related to the original construction of the Building or the expansion or renovation thereof; (xiv) costs associated with compliance with general building codes, laws, regulations or ordinances which were enacted prior to Tenant’s occupancy, whether such work is performed before or after the Lease Commencement Date of this Lease; (xv) costs associated with the operation of the business of the entity which constitutes Landlord, including, without limitation, formation of the entity, internal accounting principlesand legal matters, preparation of tax statements, and the costs of any disputes between Landlord and its employees not engaged in the full-time management or operation of the Building; (xvi) costs incurred in connection with the investigation or remediation of any Hazardous Materials located in, on or under the Premises as of the Lease Commencement Date, or any Hazardous Materials stored, used or released by Landlord, its agents or employees after the Commencement Date; (xvii) costs of any items other than Operating Expenses for which Landlord receives reimbursement; (xviii) costs incurred for any items to the extent reimbursed pursuant to a manufacturer’s, vendor’s, materialmen’s or contractor’s warranty; and (xix) costs of services, items or profit received or provided by Landlord’s affiliates to the extent that such costs exceed the reasonable and customary charges for services to similar buildings in the area. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "“Tenant's ’s Operating Expense Percentage" ” and set forth in Section 1(jl(j)); provided that, as to management fees, Tenant shall pay Landlord the management fees directly attributable to the Rent (as hereinafter defined) payable hereunder with respect to the Demised Premises, and not Tenant’s Operating Expense Percentage of the management fees payable on the entire Building; provided further that the amount of management fees actually paid annually by Tenant will not exceed three percent (3%) of the gross Rent (as hereinafter defined) payable by Tenant during the applicable one year period. Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall reasonably estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar yearyear (the “Reconciliation Statement”), and the actual amount owed by Tenant, and within . Landlord agrees to use commercially reasonable efforts to deliver the Reconciliation Statement not later than May 1 of each calendar year. Within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. Each Reconciliation Statement shall be final, conclusive and binding on the parties within eighteen (18) months after its issuance by Landlord. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share ’s Operating Expense Percentage of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Area Common Area, and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall also include the operating expenses of the common areas of the Project, if any, which expenses shall be proportionately allocated among the completed buildings of the Project, based on the square footage of each building or as otherwise provided by the applicable covenants, restrictions, agreements or declaration of protective covenants for the Project. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall reasonably estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year (but in no event later than one year after the end of each calendar year), Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area and cost of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (but specifically excluding any such improvements made necessary solely as a result of the particular use of the Building or the Building Common Area by another tenant of the Building other than Tenant). Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses. Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each -3- <PAGE> calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Area Common Area, and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. 12.1 The term operating expenses as used herein shall mean and include all expanses incurred and payable by the Landlord in the operation, maintenance, repair and management of the lands being expenses which are ordinarily chargeable against income in accordance with good accounting practice and without restricting the generality of the foregoing shall include: (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses All taxes, rates and assessments, whether general or special, levied or assessed for operationmunicipal, repair, replacement and maintenance as necessary to keep (i) the Building, and (ii) the driveways, parking areas, truck courts, and school or other improvements (other than the Building) located on the Land, and serving the Demised Premises (collectively, the "Building Appurtenance Area") in good order, condition and repair, including but not limited to, utilities purposes or levied or assessed by any lawful government authority for the Building and the Building Appurtenance Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building and the Building Appurtenance Area, all costs of insurance paid by Landlord purposes with respect to the Building said lands and including all sales taxes on rents or other taxes imposed on the Landlord in respect of the rents payable to the Landlord by tenants of the building or in respect of the rental of space in the building to quote tenants but excluding those taxes and rates referred to in paragraph 12.3; (b) Electric power and lighting expenses, other then those referred to in paragraph 6.2 and 6.3 hereof; (c) Salaries and wages (including employer benefits and workers' compensation) and the Building Appurtenance Area and cost of improvements independent service contracts incurred in the cleaning, maintenance, management and operation of the building and grounds; (d) All expenses including administration, management, audit and miscellaneous general expenses related to the Building lands and building, but excluding debt interest, debt repayment and depreciation charges; (e) All charges incurred as a result of the Building Appurtenance Area required Landlord obtaining insurance against loss or damage by any lawfire or other casualties and against loss of rentals; (f) Expenses incurred in loaning and repainting the exterior of the building or the common area of the building; (g) Expenses incurred in keeping free of litter, ordinance or regulation applicable dirt, snow and ice the sidewalks adjacent to the Building and the Building Appurtenance Area generally. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be building; (h) All repairs performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses. Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Area or are made with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. paragraph 7.4 herein, except for structural repairs. 12.2 The Tenant shall pay as additional rent his proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of operating expenses for each calendar year, Landlord shall submit to Tenant a statement such share being that proportion of the actual amount operating expenses which the area of Operating Expenses the demised premises bears to the rentable area (excluding parking) of the building; PROVIDED THAT for such calendar yearthe years in which the term commences and terminates a proportionate adjustment shall be made according to the proportion of the year included in the term. 12.3 The Tenant shall pay as additional rent any and all license fees and taxes imposed in connection with the occupancy of the demised premises, and or with the actual amount owed by particular business of the Tenant, or in connection with any form of equipment used by the Tenant In the demised premises or brought onto the demised premises by or on behalf of the Tenant. 12.4 The Tenant shall pay as additional rent any and all additional costs and expenses of the landlord which may arise in respect of the use by the Tenant of the demised premises for business hours that do not coincide with normal business hours for the building generally or that may arise in respect of extra heating or air conditioning, electricity and other services required to be provided to the Tenant as a result of its activities over and shove those normally provided to tenants of the building or outside of normal business hours. 12.5 Any amount payable by the Tenant under this Article 12 shall be deemed to be rent and shall be collectible and be paid as additional rent within thirty (30) days after receipt demand by the Landlord. The Landlord may estimate for any calendar year or fiscal year of the Landlord the amount payable by the Tenant and the Tenant shall upon demand pay to the Landlord on the 1st day of each month, one twelfth (1/12) of the Landlord's estimate. The Landlord shall then account to the Tenant for such amounts within two (2) months after the end of such statement, Tenant shall pay any deficiency between calendar of fiscal year. 12.6 Notwithstanding the actual amount owed provisions of paragraph 12.6 and with respect to the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of realty, school and local improvement taxes, the Operating Expenses for Landlord may at its option estimate the amount of such calendar taxes one year before the date upon which the said taxes become due and the Tenant shall on demand pay its proportionate share of such estimated taxes in equal monthly installments on the first day of each month as additional rent during the year preceding such due date, PROVIDED THAT any overpayment shall be apportioned proratarebated by the Landlord and any deficiency shall be paid to the Landlord once the actual taxes are known. A demand pursuant to this paragraph shall preclude the Landlord from including the amount demanded in any amount demanded under paragraph 12.6. 12.7 In the event of a dispute as to any amount payable under this Article 12, the certificate of a Chartered Accountant selected in the following manner shall be conclusive and binding upon the Landlord and Tenant. Any party wishing to dispute any amount payable or alleged to be payable under this paragraph shall nominate a Chartered Accountant by notice to the other party. If the Parties cannot agree to the appointment of the nominated Chartered Accountant within ten (10) days of such notice then the Landlord shall have the right to appoint an independent Chartered Accountant to make the determination contemplated by this paragraph and the decision of such Chartered Accountant so appointed shall be final. The fee of the Chartered Accountant shall be paid equally by the Landlord and the Tenant.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "“Operating Expenses" ” shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "“Building Appurtenance Common Area"”) fully operational and in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snowtrash, trash snow and ice removal), roof, security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area (including, without limitation, commercially reasonable deductibles), and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord in accordance with generally accepted accounting principles. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include (i) the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. above (ii) leasing and brokerage commissions and fees and marketing expenses; (iii) costs of building out or otherwise improving any space to be occupied by a tenant; (iv) legal or court costs (or other professional or advisory costs) associated with leasing any space or addressing disputes with any present, former or potential tenant or purchaser of the property on which the Building is located (the “Property”); (v) fines or penalties imposed on Landlord, the Property or the Building; (vi) costs of special services rendered to particular tenants of the Building rather than to all tenant thereof; (vii) capital expenditures and depreciation of the Building or any other improvements to the Property (except to the extent expressly permitted in this Section 6); (viii) interest and amortization of loans; (ix) ground rent; (x) compensation paid to officers or executives of Landlord higher than the level of Building manager; (xi) franchise, transfer, gains, inheritance, estate and income taxes imposed upon Landlord; (xii) costs and expenses otherwise includable in Operating Expenses shall be accounted Expenses, to the extent that Landlord is specifically and separately reimbursed from other sources for such costs and expenses through insurance or condemnation proceeds, direct payment by a tenant of the Building or otherwise; (xiii) that portion of the salaries of Landlord’s employees which does not relate to services performed in accordance with generally accepted accounting principlesand for the Building; (xiv) any damages paid or incurred as a result of any tortious conduct by Landlord or any of its agents or employees, or any breach of any lease of space by Landlord or any of its agents or employees, and any attorneys’ fees actually incurred, disbursements, or other costs paid or incurred in the defense and settlement of claims therefor; (xv) costs relating to liability for a complete or partial withdrawal from any “multi-employer” plans within the meaning of Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended by the Multi-Employer Retirement Income Security Act of 1980; and (xvi) the cost of repairs or construction necessitated by violations of applicable Governmental Requirements in effect as of the Lease Commencement Date, including without limitation, Environmental Laws (as hereinafter defined), including fines, penalties, and interest thereon. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "“Tenant's ’s Operating Expense Percentage" ” and set forth in Section 1(j))1(j)); provided that, as to management fees, Tenant shall pay Landlord the management fees directly attributable to the Rent (as hereinafter defined) payable hereunder with respect to the Demised Premises, and not Tenant’s Operating Expense Percentage of the management fees payable on the entire Building. Notwithstanding the foregoing, Landlord shall, in Landlord’s reasonable discretion, have the right to adjust Tenant’s proportionate share of individual components of Operating Expenses if Tenant’s Operating Expense Percentage thereof would not equitably allocate to Tenant its share of such component of Operating Expenses in light of Tenant’s particular use of, manner of use of and/or level of tenant improvements in the Demised Premises. Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar yearyear (Landlord hereby agreeing to submit such statement within one hundred twenty (120) days of the expiration of the calendar year with respect to which such statement applies), and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder (or, if an Event of Default exists, apply such amount to Tenant’s outstanding obligations hereunder), along with such statement. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's ’s proportionate share of the Operating Expenses for such calendar year shall be apportioned proratapro rata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management feesfees (provided that the amount of management fees -3- included in the Operating Expenses actually billed to Tenant shall not exceed, on an annual basis, two percent (2.0%) of the Base Rent in effect from time to time), all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Area Common Area, and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, . Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-one- twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, . Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as as, without duplication, all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") fully operational and in good order, condition and repair, including but not limited to, utilities for the Building Common Area, utility lines located between the street and the Building Appurtenance Area(that are not installed by a tenant specifically for its own use to the exclusion of other tenants in the Building), expenses associated with the driveways and parking areas (including sealing and restriping, and snowtrash, trash snow and ice removal), roof (including seals between skylights), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management feesfees (in an amount annually not to exceed three percent (3%) of the annual Rent), all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area (including, without limitation, commercially reasonable deductibles), and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation enacted or promulgated after the Lease Commencement Date and applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord in accordance with generally accepted accounting principles consistently applied (“GAAP”). Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expensesthe Operating Expense Exclusions as defined in Special Stipulation Number 13 of Exhibit C attached hereto. Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principlesGAAP. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)); provided that, as to management fees, Tenant shall pay Landlord the management fees directly attributable to the Rent (as hereinafter defined) payable hereunder with respect to the Demised Premises, and not Tenant’s Operating Expense Percentage of the management fees payable on the entire Building, and, for each Lease Year during the Primary Term (and in no event during any extended term), such management fees shall not exceed three percent (3%) of the total amount of Base Rent and Operating Expenses payable hereunder during each such Lease Year during the Primary Term. Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder, subject, however, to Tenant’s rights under Special Stipulation Number 7 of Exhibit C of this Lease. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned proratapro-rata.

Operating Expenses and Additional Rent. (a) Commencing on the Base Rent Commencement Date, subject to the terms of Section 1(j), and continuing during the balance of the Primary Term and any extension thereof, Tenant agrees to pay as Additional Rent (as defined in Section 6(b6(c) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as as, without duplication, all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") fully operational and in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snowtrash, trash snow and ice removal), roof (including seals between skylights), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property Priority Fulfillment Services, Inc. Lease Agreement — Stateline Business Park Bldg. H Initial Initial management feesfees described herein [in an amount not to exceed three (3%) percent of total Rent (including Base Rent and Additional Rent) charged by Landlord annually], all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area (including, without limitation, commercially reasonable deductibles), and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation enacted or promulgated after the Lease Commencement Date and applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord in accordance with GAAP (defined below). Operating Expenses shall not include (1) expenses for the costs of any maintenance and maintenance, repair or replacement required to be performed by Landlord at its own expense under Section 10(b), (10)(b2) or advertising, marketing marketing, promotional, or commission expenses, (3) ground rents or underlying lease rental, if any; or (4) interest, principal, points and fees or amortization on any mortgage or any other debt instrument encumbering the Building and any associated costs of financing or mortgaging any of Landlord's interest in the Building. Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted sound management accounting principles, ("SMP"). The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Notwithstanding the foregoing, Landlord shall, in Landlord's reasonable discretion, have the right to adjust Tenant's proportionate share of individual components of Operating Expenses based on historical usage, usage by other Building tenants and other relevant factors, if Tenant's Operating Expense Percentage thereof would not equitably allocate to Tenant its share of such component of Operating Expenses in light of Tenant's particular use of, manner of use of and/or level of tenant improvements in the Demised Premises. Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder; subject, however, to Tenant’s right to audit Landlord’s calculation of the Tenant’s proportionate share of the Operating Expenses in accordance with Paragraph 7 of Exhibit C of this Lease. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata. It is intended that this Lease is a "net lease" and that the Rent provided for in this Lease shall be an absolutely net return to Landlord for the Term of this Lease and any renewals Priority Fulfillment Services, Inc. Lease Agreement — Stateline Business Park Bldg. H Initial Initial or extensions thereof, free of any and all expenses or charges with respect to the Demised Premises except for those obligations of Landlord expressly set forth herein.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snowtrash, trash snow and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Area Common Area, and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "“Operating Expenses" ” shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "“Building Appurtenance Common Area"”) fully operational and in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), roof, security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area (including, without limitation, commercially reasonable deductibles), and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "“Tenant's ’s Operating Expense Percentage" ” and set forth in Section 1(j)); provided that, as to management fees, Tenant shall pay Landlord the management fees directly attributable to the Rent (as hereinafter defined) payable hereunder with respect to the Demised Premises, and not Tenant’s Operating Expense Percentage of the management fees payable on the entire Building. Notwithstanding the foregoing, Landlord shall, in Landlord’s reasonable discretion, have the right to adjust Tenant’s proportionate share of individual components of Operating Expenses if Tenant’s Operating Expense Percentage thereof would not equitably allocate to Tenant its share of such component of Operating Expenses in light of Tenant’s particular use of, manner of use of and/or level of tenant improvements in the Demised Premises. Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's ’s proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. 14.1 The term operating expenses as used herein shall mean and include all expenses incurred and payable by the Landlord in the operation, maintenance, repair and management of the lands and premises described in Schedule "B" hereto, being expenses which are ordinarily chargeable against income in accordance with good accounting practice and without restricting the generality of the foregoing shall include: (a) Tenant agrees to pay as Additional Rent (as defined all taxes, rates, duties, levies and assessments whatsoever, whether municipal, parliamentary, school or otherwise, charged in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses for operationa calendar year upon the buildings on the lands, repair, replacement and maintenance as necessary to keep (i) the Buildinglands, and all improvements now or hereafter thereon, or upon the Landlord on account thereof, including any Corporation Capital Tax and Goods and Services Tax (iior like taxes instituted in substitution therefor) the drivewaysand including all taxes, parking areasrates, truck courtsduties, levies and assessments for local improvements, and other improvements (other than the Building) located including all taxes, rates, duties, levies and assessments whatsoever imposed on rents or imposed on the Land, and serving the Demised Premises (collectively, the "Building Appurtenance Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building and the Building Appurtenance Area, all costs of insurance paid by Landlord with respect to rents but excluding taxes otherwise payable on income or profits; (b) fuel and operating expenses incurred in heating, ventilating and air-conditioning the Building building; (c) utility expenses, water rates, licences and insurance; (d) electric power and lighting expenses, other than those referred to in Article 7.2 hereof; (e) salaries and wages (including the Building Appurtenance Area employee benefits, workers' compensation) and cost of improvements to the Building and the Building Appurtenance Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Area generally. Operating Expenses shall not include expenses for the costs of any independent service contracts incurred in the cleaning, maintenance and/or operation of the building, grounds and repair required to be performed by Landlord at its own expense under Section parking areas, including snow removal and gardening services; (10)(bf) or advertising, marketing or commission expenses. Further, Operating Expenses shall not include the costs for of cleaning, washroom and other building supplies; (g) administration and management expenses, accounting, audit and legal expenses and miscellaneous general expenses, but excluding debt interest, and capital improvements unless such costs are incurred for retirement of debt; (h) depreciation (computed by the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Area or are made with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for Landlord in accordance with accounting principles generally accepted accounting principles. The proportionate share in the Province of Operating Expenses to be paid British Columbia) of fixtures and equipment which by Tenant their nature require periodic replacement, but excluding buildings and structures and permanent parts thereof; (i) in any given period a portion of the capital cost of and installation cost of any machinery, electrical services, air-conditioning, and air-exchange equipment, plumbing, devices, equipment replacing or upgrading services installed in, or utilized in connection with, the building, whether installed in the building in the first instance as part of its original design, or thereafter, which portion shall be a percentage determined by the Landlord amortizing the costs over the reasonable expected life of the Operating Expenses based upon same as determined by the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorataLandlord.

Operating Expenses and Additional Rent. (See Special Stipulations 3 and 10 on Exhibit C hereto) (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systemssystems for the Building Common Area, fire detection and prevention systemssystems for the Building Common Area, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against maintenance, repair and replacement costs required to be paid for or attributed to the Building contributed toward by Landlord pursuant to any applicable easementsaccess, covenantsdriveway, restrictionsshared truck court or other such easements benefiting the Building (subject, agreementswith respect to any replacements or improvement of a capital nature made thereunder, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration same limitations on passing through the costs of Protective Covenants for capital replacements or improvements as are set forth in the Project, as amended from time to time in accordance with the terms thereof fourth (the "Protective Covenants"4th) sentence of this Section 6)) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Area Common Area, and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of or alterations within the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement in accordance with generally accepted accounting principles ("GAAP"); provided, however, that no such cost to comply with any such law, ordinance or regulation shall be included in Operating Expenses to the extent the Building or Building Common Area failed to comply with any such law, ordinance or regulation in effect as of the Lease Commencement Date. Notwithstanding anything to the contrary contained herein, Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include the costs for capital replacements and/or improvements unless such costs (i) are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Area or Common Area, provided such costs are made amortized (and included in Operating Expenses as so amortized) on a straight line basis over the useful life of such improvement in accordance with GAAP, (ii) are incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for , or (iii) constitute a commercially reasonable deductible, not to exceed $20,000.00, paid by Landlord in accordance with generally accepted accounting principlesthe event of a casualty under any casualty insurance carried by Landlord. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and and, subject to adjustment as provided herein, set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year (but not later than one hundred twenty (120) days after the end of each such calendar year), Landlord shall submit to Tenant a reasonably detailed statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "Operating Expenses" shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "Building Appurtenance Common Area") in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snow, trash and ice removal), security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Area Common Area, and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally which law, ordinance or regulation becomes effective after the Lease Commencement Date (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord. Operating Expenses shall not include (i) expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing (ii) costs associated with the negotiation of other tenant leases or commission expenses(iii) any item charged to Tenant elsewhere in the Lease. Further, Operating Expenses shall not include the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. Operating Expenses shall be accounted for in accordance with generally accepted accounting principles. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "Tenant's Operating Expense Percentage" and set forth in Section 1(j)). Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.

Operating Expenses and Additional Rent. (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its proportionate share of Operating Expenses (as hereinafter defined). "“Operating Expenses" ” shall be defined as all reasonable expenses for operation, repair, replacement and maintenance as necessary to keep (i) the BuildingBuilding and the common areas, driveways, and (ii) the driveways, parking areas, truck courts, and other improvements (other than the Building) located on the Land, and serving the Demised Premises areas associated therewith (collectively, the "“Building Appurtenance Common Area"”) fully operational and in good order, condition and repair, including but not limited to, utilities for the Building and the Building Appurtenance Common Area, expenses associated with the driveways and parking areas (including sealing and restriping, and snowtrash, trash snow and ice removal), roof, security systems, fire detection and prevention systems, lighting facilities, landscaped areas, walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, all charges assessed against or attributed to the Building pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants (including, without limitation, such dues and assessments payable pursuant to the Declaration of Protective Covenants for the Project, as amended from time to time in accordance with the terms thereof (the "Protective Covenants")) or development standards, property management fees, all real property taxes and special assessments imposed upon the Building, the Building Common Area and the land on which the Building and the Building Appurtenance AreaCommon Area are constructed, all costs of insurance paid by Landlord with respect to the Building and the Building Appurtenance Common Area (including, without limitation, commercially reasonable deductibles), and cost costs of improvements to the Building and the Building Appurtenance Common Area required by any law, ordinance or regulation applicable to the Building and the Building Appurtenance Common Area generallygenerally (and not because of the particular use of the Building or the Building Common Area by a particular tenant), which cost shall be amortized on a straight line basis over the useful life of such improvement, as reasonably determined by Landlord in accordance with generally accepted accounting principles. Operating Expenses shall not include expenses for the costs of any maintenance and repair required to be performed by Landlord at its own expense under Section (10)(b) or advertising, marketing or commission expenses). Further, Operating Expenses shall not include (i) the costs for capital improvements unless such costs are incurred for the purpose of causing a material decrease in the Operating Expenses of the Building or the Building Appurtenance Common Area or are made incurred with respect to improvements made to comply with laws, ordinances or regulations as described above. above (ii) leasing and brokerage commissions and fees and marketing expenses; (iii) costs of building out or otherwise improving any space to be occupied by a tenant; (iv) legal or court costs (or other professional or advisory costs) associated with leasing any space or addressing disputes with any present, former or potential tenant or purchaser of the property on which the Building is located (the “Property”); (v) fines or penalties imposed on Landlord, the Property or the Building; (vi) costs of special services rendered to particular tenants of the Building rather than to all tenant thereof; (vii) capital expenditures and depreciation of the Building or any other improvements to the Property (except to the extent expressly permitted in this Section 6); (viii) interest and amortization of loans; (ix) ground rent; (x) compensation paid to officers or executives of Landlord higher than the level of Building manager; (xi) franchise, transfer, gains, inheritance, estate and income taxes imposed upon Landlord; (xii) costs and expenses otherwise includable in Operating Expenses shall be accounted Expenses, to the extent that Landlord is specifically and separately reimbursed from other sources for such costs and expenses through insurance or condemnation proceeds, direct payment by a tenant of the Building or otherwise; (xiii) that portion of the salaries of Landlord’s employees which does not relate to services performed in accordance with generally accepted accounting principlesand for the Building; (xiv) any damages paid or incurred as a result of any tortious conduct by Landlord or any of its agents or employees, or any breach of any lease of space by Landlord or any of its agents or employees, and any attorneys’ fees actually incurred, disbursements, or other costs paid or incurred in the defense and settlement of claims therefor; (xv) costs relating to liability for a complete or partial withdrawal from any “multi-employer” plans within the meaning of Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended by the Multi-Employer Retirement Income Security Act of 1980; and (xvi) the cost of repairs or construction necessitated by violations of applicable Governmental Requirements in effect as of the Lease Commencement Date, including without limitation, Environmental Laws (as hereinafter defined), including fines, penalties, and interest thereon. The proportionate share of Operating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based upon the proportion that the square footage of the Demised Premises bears to the total square footage of the Building (such figure referred to as "“Tenant's ’s Operating Expense Percentage" ” and set forth in Section 1(j)); provided that, as to management fees, Tenant shall pay Landlord the management fees directly attributable to the Rent (as hereinafter defined) payable hereunder with respect to the Demised Premises, and not Tenant’s Operating Expense Percentage of the management fees payable on the entire Building. Notwithstanding the foregoing, Landlord shall, in Landlord’s reasonable discretion, have the right to adjust Tenant’s proportionate share of individual components of Operating Expenses if Tenant’s Operating Expense Percentage thereof would not equitably allocate to Tenant its share of such component of Operating Expenses in light of Tenant’s particular use of, manner of use of and/or level of tenant improvements in the Demised Premises. Prior to or promptly after the beginning of each calendar year during the Term, Landlord shall estimate the total amount of Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Operating Expenses for such calendar yearyear (Landlord hereby agreeing to submit such statement within one hundred twenty (120) days of the expiration of the calendar year with respect to which such statement applies), and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of Operating Expenses owed by Tenant or remit such overpayment to Tenant if the Term has expired or has been terminated and no Event of Default exists hereunder (or, if an Event of Default exists, apply such amount to Tenant’s outstanding obligations hereunder), along with such statement. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant's ’s proportionate share of the Operating Expenses for such calendar year shall be apportioned prorata.