Common use of Excluded Expenses Clause in Contracts

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Lease; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or incurred in connection with undertaking the construction of the Building; attorneys’ fees and accounting and other professional fees (except to the extent provided in the Final Project Budget); leasing commissions; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking the construction of the Buildingpreparing space for any Building tenant, including workletters and concessions; attorneys’ fees and accounting and other professional fees (f) rent under Superior Leases, if any (except to the extent provided that any such rent constitutes a pass-through of expenses that would otherwise qualify as Operating Expenses under the Lease); (g) management fees to the extent in excess of 5% of the gross rentals and other revenues collected for the Real Property (provided, however, that to the extent that management fees in any Comparison Year exceed as a percentage of revenues the percentage of revenues used to determine management fees in the Final Project BudgetBase Year, then, for purposes of determining the amount of Tenant’s Operating Payment for such Comparison Year, Base Operating Expenses shall be retroactively adjusted to reflect the amount of Base Operating Expenses that would have been incurred had the increased percentage of management fee been applicable in the Base Expense Year); leasing commissions(h) wages, salaries and benefits paid to any persons above the grade of building manager (or comparable designation); (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs (other than management fees fees) paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any kind except as provided for under Section 2.2; any cost associated with operating an on-demised or off-site management office for demisable space in the Building; charitable (o) advertising and promotional expenses in connection with leasing of the Building; (p) fines, interest, penalties and legal fees arising out of Landlord’s failure to timely pay Operating Expenses or political contributionsTaxes; tenant improvement work for (q) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any tenant other Hazardous Materials (classified as such on the Effective Date) existing in the Real Property as of the date hereof or subsequently released on the Real Property by any person; (r) the cost of capital improvements other than Tenantthose expressly included in Operating Expenses pursuant to Section 7.1; (s) costs relating to the repair, maintenance and operation of the Garage; and (t) any alterationsground or underlying lease rental; (u) bad debt expenses and interest, additionsprincipal, changes, repairs, replacements points and fees on debts or amortization on any mortgage or other debt instrument encumbering the Building or the Real Property; (v) rentals for items whichwhich if purchased, under rather than rented, would constitute a capital cost, except to the extent such capital cost can be included in Operating Expenses pursuant to the terms of Section 7.1(e) of the Lease; (w) depreciation, amortization and interest payments, except on equipment, materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with generally accepted accounting principles, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (x) expenses in connection with services or other benefits which are properly classified as capital not offered to Tenant or for which Tenant is charged for directly; (y) Landlord’s general corporate overhead and general and administrative expenses, except to the extent that included in the management fee; (z) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (aa) services provided, taxes, attributable to, and costs incurred in connection with the operation of any retail, restaurant and garage operations for the Building, and any replacement garages or parking facilities and any shuttle services; (bb) costs incurred in connection with upgrading the Building to comply with laws, rules, regulations and codes in effect prior to the Commencement Date; (cc) costs arising from the negligence or willful misconduct of Landlord is expressly allowed to recover such or other tenants or occupants of the Building or their respective agents, employees, licensees, vendors, contractors or providers of materials or services; (dd) Landlord’s charitable or political contributions; (ee) costs pursuant to Section 7.1(aassociated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building, including accounting and legal matters; (ff) hereofcosts of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue); late fees (gg) costs of selling, syndicating, financing, mortgaging or charges hypothecating any of Landlord’s interest in the Building; and (hh) costs incurred by in connection with any disputes between Landlord due to late payment of expenses; cost of acquiring sculpturesand its employees, paintings between Landlord and Building management, or between Landlord and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etctenants or occupants.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: (i) any costs occurred by Landlord’s breach of any covenants or obligations under this Lease; (ii) costs resulting from violation of any environmental laws or Hazardous Materials Laws during by Landlord or any third party (except that Tenant remains liable for any violation of environmental laws or Hazardous Materials Laws by Tenant and its agents, employees, contractors, subcontractors, visitors, suppliers and vendors); (iii) costs necessary to correct faulty design or defective construction of the Premises or the cost to purchase environmental insuranceLeased Property; (iv) any expenses for Landlord’s overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; (v) any costs incurred because of Landlord’s negligence; (vi) any fines Landlord must pay as a result of a Landlord’s failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction of the Building and/or PremisesImprovements; any costs incurred because of Landlord’s negligence; (vii) any fees and expenses paid to affiliates of Landlord in excess of market rates; (viii) Landlord’s advertising and promotional expenses, ; (ix) interest on financing costs including interest incurred by Landlord (except as specifically included in the Final Project Budget) and any and all principal amortization of debtsdebts incurred by Landlord; (x) rental on ground leases or other underlying leases; (xi) costs of any items for which Landlord is or is entitled to be paid or reimbursed by any insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or incurred in connection with undertaking the construction of the Building; attorneys’ xii) attorneys fees and accounting and other professional fees (except to the extent provided as specifically included in the Final Project Budget); leasing commissions; management , other than attorneys fees of any kind except as which are expressly provided for under Section 2.2elsewhere in this Lease; any cost associated with operating an on-or off-site management office for the Building; (xiii) charitable or political contributions; tenant improvement work for and (xiv) any tenant other than Tenant; costs management fees of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.)kind. In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any Excludes all of the following obligations, and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: (i) debt service and other payments with respect to any loan; (ii) LANDLORD’S state and federal income taxes; (iii) depreciation and other non-cash items; (iv) leasing commissions, architectural fees, and other direct expenses incurred to procure particular tenants for the Property, including improvements, equipment, fixtures, and other items installed to the requirements of a particular TENANT and any allowances or concessions provided to any TENANT; (v) any costs occurred by Landlord’s breach of any covenants or obligations under this Leaserestoration that individually exceed commercially reasonable deductible amounts for the insurance coverage applicable to the Property; (vi) accounting fees and other professional services incurred by LANDLORD and costs resulting from violation of audits of any environmental kind; (vii) renovations or Hazardous Materials Laws during other alterations required to conform the Property to any legal requirements or insurance requirements; (viii) costs incurred to make major repairs or replacements of any defective initial construction of the Premises or the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation Property and related appurtenances regardless of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction of the Building and/or Premises; any how such costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or incurred in connection with undertaking the construction of the Building; attorneys’ fees and accounting and other professional fees (except to the extent provided in the Final Project Budget); leasing commissions; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, are characterized under generally accepted accounting principles; (ix) legal expenses incurred in connection with the preparation or negotiation of leases, are properly classified subleases, assignments or other lease-related documents with current, prior or prospective tenants or occupants of the Property; (x) marketing or advertising costs to solicit new tenants and the rental value or lost income to LANDLORD of any office space in the Property utilized for the leasing of the Property (as opposed to management of the Property); (xi) wages, salaries, fees, and fringe benefits paid to administrative or executive personnel or officers or partners of LANDLORD not having direct day to day responsibility for operating or providing services to the Property; (xii) cost of repairs or other work occasioned by fire, windstorm or other casualty of an insurable nature or by the exercise of eminent domain; (xiii) costs incurred for alterations, replacements or improvements that would be considered capital expensesimprovements under sound accounting and management principles consistently applied, except current amortization of the capital improvement cost over the reasonable useful life of the improvement where such capital improvement is reasonably necessary to improve the operation or maintenance efficiency of the Property; (xiv) amortization of capital improvements except as expressly provided above; (xv) expenses in connection with services or other benefits of a type which are not provided or available to TENANT but which are provided to another TENANT of the Property or to some other third party; (xvi) costs incurred due to violation by LANDLORD or any TENANT of the Property of the terms or conditions of any lease; (xvii) LANDLORD’S general overhead except as it directly relates to the extent management and operation of the Property; (xviii) all items and services for which any TENANT reimburses LANDLORD or pays third persons and any cost that Landlord LANDLORD is expressly allowed to recover such responsible for under the terms of the Lease; (xix) costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring for sculptures, paintings or other objects of art; (xx) ground lease rental payments; (xx) costs incurred in connection with the removal or clean-up of Hazardous Substances from the Property unless such costs of clean-up is the fault of TENANT; (xxi) costs incurred in connection with negotiations or disputes with tenants of the Property; and (xxii) any costs, fines or penalties incurred due to actual or alleged violations by LANDLORD of any governmental rule or authority. Any operating expenses incurred by LANDLORD with respect to the Property and other art objects, except properties owned or managed by LANDLORD will be apportioned to the extent requested by Tenant; Property on a commercially reasonable basis, provided such expenses are not part of LANDLORD’S general overhead and taxes on Landlord’s business (relate directly to the management and operation of the Property. Absent any other reasonable basis, such as income, excess profits, franchise, capital stock, estate, inheritance, etcexpenses will be apportioned in the ratio of the approximate leasable square footages contained in the respective properties.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing space for any Building tenant, including workletters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees to the construction extent in excess of the greater of (A) five percent (5%) of the gross rentals and other revenues collected for the Real Property (plus reimbursable expenses payable in connection with property management services), and (B) fees charged by Landlord or related entities for the management by any of them of other first class properties in the area of the Building; attorneys’ fees (h) wages, salaries and benefits paid to any persons above the grade of property manager or chief engineer and their immediate supervisor; (i) legal and accounting and fees relating to (A) disputes with tenants, prospective tenants or other professional fees occupants of the Building, (except B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the extent Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursed by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the Final Project Budget)nature of penalties or fines; leasing commissions(m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; management fees (n) allowances, concessions or other costs and expenses of improving or decorating any kind except as provided for under Section 2.2; any cost associated with operating an on-demised or off-site management office for demisable space in the Building; charitable (o) advertising and promotional expenses in connection with leasing of the Building; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or political contributions; tenant improvement work for any tenant private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost (other than Tenant; costs payments for key deposits, use of any alterationstowels, additions, changes, repairs, replacements or other items whichincidental items) or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, under generally accepted accounting principlesinterest, are properly penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials (classified as such on the Effective Date) existing in the Premises in violation of applicable Requirements as of the date hereof; and (s) the cost of capital expenses, except to the extent that Landlord is improvements other than those expressly allowed to recover such costs included in Operating Expenses pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc7.1.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing space for any Building tenant, including workletters and concessions; (f) ground rent, if any; (g) management fees in excess of the construction greater of (A) 3% of the gross rentals collected for the Building and (B) fees charged by Landlord or related entities for the management by any of them of other first class properties; (h) wages, salaries and benefits paid to any persons (other than project accountants) above the grade of Building Manager; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a "rent-inclusion" basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any Related Entity in excess of costs that would be payable in an "arm's length" or unrelated situation; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; attorneys’ fees (p) the costs of installing, operating and accounting maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord's failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other professional fees (except to the extent provided treatment of asbestos or any other Hazardous Materials existing in the Final Project Budget); leasing commissions; management fees Premises as of any kind except as provided for under Section 2.2; any the date hereof, (s) the cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant of capital improvements other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is those expressly allowed to recover such costs included in Operating Expenses pursuant to Section 7.1(a8.1 of this Lease, (t) hereof; late fees political and charitable contributions and (u) costs of selling, syndicating, financing or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to mortgaging the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etcReal Property.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything The term “Operating Expenses” shall not include the following, to the contrary set forth in extent applicable to this LeaseBuilding: (i) repairs, Tenant shall in no manner be liable for any of the following obligationsrestoration, and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid work occasioned by Tenantfire, and Landlord shall paywindstorm, or cause other casualty or condemnation to be paid, the following: any costs occurred extent covered by Landlord’s breach of any covenants insurance or obligations under this Leasecondemnation proceeds; costs resulting from violation of any environmental (ii) expenses incurred in leasing or Hazardous Materials Laws during construction of the Premises or the cost to purchase environmental insuranceprocuring tenants; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee(iii) leasing commissions; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; (iv) advertising and promotional expenses, financing costs including interest and principal amortization ; (v) legal expenses incident to enforcement by Landlord of debts; costs the terms of any items lease; (vi) depreciation or amortization allowance or expense; (vii) painting or decorating in space to be leased to tenants; (viii) any tenant work performed or alterations of space leased to tenants or occupants of the Building, whether such work or alterations are performed for the initial occupancy by such tenant or occupant or thereafter; (ix) utilities for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building Tenant (other than Tenant as a proportionate share of Operating Expenses); (x) any ground rent; (xi) interest on indebtedness or for which Landlord is entitled any costs of financing or refinancing the Building; (xii) except as set forth in subsection (xxviii) below, compensation paid to full reimbursement from any all employees of Landlord; (xiii) overtime HVAC costs or electricity costs if charged separately to other tenant; charges for electricity, water tenants or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or incurred in connection with undertaking the construction occupants of the Building; attorneys’ fees and accounting and other professional fees (except xiv) cost of any special service provided to a tenant or occupant of the Building which is not provided generally to all tenants of the Building; (xv) any cost representing an amount paid for services or materials to a person, firm, or entity related to Landlord to the extent provided in such amount exceeds the Final Project Budget); leasing commissions; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent amount that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.). In no event shall Landlord recover any item of cost more than once.would be paid for

Excluded Expenses. Notwithstanding anything to (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and interest; (d) leasing commissions; (e) the contrary set forth cost of tenant installations and decorations incurred in this Lease, Tenant shall in no manner be liable connection with preparing space for any Building tenant, including workletters and concessions; (f) rent under Superior Leases, if any; (g) management fees exceeding the greater of (A) 3% of the following obligationsgross rentals and other revenues collected for the Real Property, and (B) fees charged by Landlord or related entities for the management by any of them of other first class properties in the area of the Building; (h) wages, salaries and benefits paid to any persons above the grade of Building Manager and their immediate supervisor; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a "rent-inclusion" basis which are not provided to Tenant on such shall not basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an "arm's length" or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord's failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials; (s) the cost of capital improvements other than those expressly included in Operating Expenses pursuant to Section 7.1; (t) costs occasioned by the grossly negligent act or omission or violation of Requirements by Landlord, any calculation other occupant of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall paythe Building, or cause to be paidtheir respective agents, employees or contractors; (u) costs of correcting defects in, or significant design error relating to, the following: any costs occurred by Landlord’s breach of any covenants initial design or obligations under this Lease; costs resulting from violation of any environmental or Hazardous Materials Laws during construction condition of the Premises or the cost to purchase environmental insuranceBuilding; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure (v) costs incurred to comply with lawsany Requirements applicable to the Premises, ordinances the Building or municipal codes and the like during acquisition Project on the Commencement Date; (w) costs (i) arising from the disproportionate use of any utility or service supplied by Landlord to any other occupant of the Land and construction Project or (ii) associated with utilities or services of the Building and/or Premisesa type not provided to Tenant; (x) except for any amortization or depreciation charges expressly provided for in this Lease as includable in Operating Expenses, depreciation charges or contributions to capital replacement reserves; (y) except for costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates incurred for insuring, securing and maintenance and repair of Landlord in excess objects of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items art on or about the Real Property for which Landlord is or is entitled responsible, costs for the acquisition of objects of art; (z) costs specifically allocated to Mission Towers II; (aa) insurance costs for coverage not customarily carried by owners of Comparable Buildings (provided that in all events Operating Expenses shall include the premium for earthquake insurance and such other insurance which any Mortgagee requires to be paid or reimbursed carried); (ab) increases in insurance costs caused by insurance; increased insurance or taxes assessed specifically to any tenant the activities of another occupant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenantProject; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost (ac) the amount of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in deductible carried by Landlord's insurance policies respecting the Building other than Tenant which exceed $150,000, or with respect to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized)earthquake insurance, imposed or incurred in connection with undertaking 5% of the construction replacement value of the Building; attorneys’ fees and accounting (ad) capital costs for repair, maintenance and other professional fees (except to the extent provided in the Final Project Budget); leasing commissions; management fees replacement of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for structural portions of the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and interest; (d) leasing commissions; (e) the cost of tenant installations and decorations incurred in connection with preparing space for any Building tenant, including workletters and concessions; (f) rent under Superior Leases, if any; (g) management fees equal to the contrary set forth in this Leasegreater of (A) 3% of the gross rentals and other revenues collected for the Real Property, Tenant shall in no manner be liable and (B) fees charged by Landlord or related entities for the management by any of them of other first class properties in the following obligationsarea of the Building; (h) wages, salaries and benefits paid to any persons above the grade of Building Manager and their immediate supervisor; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a "rent-inclusion" basis which are not provided to Tenant on such shall not basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an "arm's length" or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord's failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials; (s) the cost of capital improvements other than those expressly included in Operating Expenses pursuant to Section 7.1; (t) costs occasioned by the grossly negligent act or omission or violation of Requirements by Landlord, any calculation other occupant of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall paythe Building, or cause to be paidtheir respective agents, employees or contractors; (u) costs of correcting defects in, or significant design error relating to, the following: any costs occurred by Landlord’s breach of any covenants initial design or obligations under this Lease; costs resulting from violation of any environmental or Hazardous Materials Laws during construction condition of the Premises or the cost to purchase environmental insuranceBuilding; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure (v) costs incurred to comply with lawsany Requirements applicable to the Premises, ordinances the Building or municipal codes and the like during acquisition Project on the Commencement Date; (w) costs (i) arising from the disproportionate use of any utility or service supplied by Landlord to any other occupant of the Land and construction Project or (ii) associated with utilities or services of the Building and/or Premisesa type not provided to Tenant; (x) except for any amortization or depreciation charges expressly provided for in this Lease as includable in Operating Expenses, depreciation charges or contributions to capital replacement reserves; (y) except for costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates incurred for insuring, securing and maintenance and repair of Landlord in excess objects of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items art on or about the Real Property for which Landlord is or is entitled responsible, costs for the acquisition of objects of art; (z) costs specifically allocated to Mission Towers II; (aa) insurance costs for coverage not customarily carried by owners of Comparable Buildings (provided that in all events Operating Expenses shall include the premium for earthquake insurance and such other insurance which any Mortgagee requires to be paid or reimbursed carried); (ab) increases in insurance costs caused by insurance; increased insurance or taxes assessed specifically to any tenant the activities of another occupant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenantProject; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost (ac) the amount of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in deductible carried by Landlord's insurance policies respecting the Building other than Tenant which exceed $150,000, or with respect to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized)earthquake insurance, imposed or incurred in connection with undertaking 5% of the construction replacement value of the Building; attorneys’ fees and accounting (ad) capital costs for repair, maintenance and other professional fees (except to the extent provided in the Final Project Budget); leasing commissions; management fees replacement of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for structural portions of the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing space for any Building tenant, including workletters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees to the construction extent in excess of the greater of (A) 3.5% of the gross rentals and other revenues collected for the Real Property, and (B) fees charged by Landlord or related entities for the management by any of them of other first class properties in the area of the Building; attorneys’ fees (h) wages, salaries and benefits paid to any persons above the grade of Project Manager and their immediate supervisor; (i) legal and accounting and fees relating to (A) disputes with tenants, prospective tenants or other professional fees occupants of the Building, (except B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Project, the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the extent Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursed by Tenant or other tenants other than pursuant to an expense escalation clause; (I) costs in the Final Project Budget)nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Project; (o) appraisal, advertising and promotional expenses in connection with leasing commissionsof the Project; management fees (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost or on a subsidized basis consistent with other users; (q) any kind except costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials (classified as provided for under Section 2.2such on the Effective Date) existing in the Premises as of the date hereof; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant (s) Capital Costs other than Tenantthose expressly included in Operating Expenses pursuant to Section 7.1; costs and (t) insurance deductibles in excess of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses$50,000.00 per claim, except to the extent that Landlord is the specific costs incurred to satisfy such larger deductibles are otherwise expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etcincluded in Operating Expenses.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing space for any Building tenant, including workletters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees to the construction extent in excess of the greater of (A) 3.5% of the gross rentals and other revenues collected for the Real Property (plus reimbursable expenses payable in connection with property management services), and (B) fees charged by Landlord or related entities for the management by any of them of other first class properties in the area of the Building; attorneys’ fees (h) wages, salaries and benefits paid to any persons above the grade of property manager or chief engineer; (i) legal and accounting and fees relating to (A) disputes with tenants, prospective tenants or other professional fees occupants of the Building, (except B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the extent Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursed by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the Final Project Budget)nature of penalties or fines; leasing commissions; management fees (m) allowances, concessions or other costs and expenses of improving or decorating any kind except as provided for under Section 2.2; any cost associated with operating an on-demised or off-site management office for demisable space in the Building; charitable (n) advertising and promotional expenses in connection with leasing of the Building; (o) the costs of installing, operating and maintaining a specialty improvement, including a conference center, a cafeteria, lodging or political contributions; tenant improvement work for any tenant private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost (other than Tenantpayments for key deposits, use of towels, or other incidental items) or on a subsidized basis consistent with other users; (p) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; (q) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials (classified as such on the Effective Date) existing in the Premises in violation of applicable Requirements as of the date hereof; (r) the cost of capital improvements other than those expressly included in Operating Expenses pursuant to Section 7.1; (s) costs of any alterationsleasing office located at the Building; (t) costs due to violation by Landlord or its agent of the terms and conditions of any lease or of any law, additionsstatute, changes, repairs, replacements ordinance or of any insurance rating bureau or other items whichquasi-public authority, under generally accepted accounting principles, are properly classified as capital expenses, except or of any debt agreement or ground lease; (u) any cost paid to any person or entity related to Landlord which is in excess of the extent that Landlord is expressly allowed to recover amount which would be paid absent such costs pursuant to Section 7.1(arelationships; and (v) hereof; late fees or charges expenses incurred by Landlord due to late payment in connection with the transfer or disposition of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Land or Building or Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etcinterest therein.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to (a) Taxes or any other tax that is excludable as a Tax hereunder; (b) franchise or income taxes imposed upon Landlord or any other tax that is excludable as a Tax hereunder; (c) principal amortization and interest on any debt or obligation of Landlord and any other charges paid by Landlord in connection with, any mortgages, deeds of trust or other financing encumbrances; (d) leasing commissions; (e) the contrary set forth cost of tenant installations and decorations incurred in this Lease, Tenant shall in no manner be liable connection with preparing space for any of the following obligationsBuilding tenant, including work letters and such shall not be included in any calculation of Minimum Rentconcessions and/or for altering, nor shall such be an Imposition or other Additional Charge to be paid by Tenantrenovating, repainting, decorating, planning and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Lease; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis designing spaces for any tenant in the Building in connection with the renewal of its lease and/or costs of preparing or renovating any vacant space for lease in the Building (including permit, license and inspection fees) along with “takeover expenses” (i.e., expenses of another tenant or prospective tenant incurred by Landlord with respect to space located in the Building or another building of any kind or nature in connection with the leasing of space in the Project); (f) rental payments made under any ground lease, except to the extent such rental payments represent Taxes or the provision of goods and/or services that, if provided by Landlord, would be includable in Operating Expenses; (g) management fees to the extent in excess of three percent (3%) of the gross rentals and other revenues collected for the Project; (h) wages, salaries and benefits paid to or taxes paid for any persons not directly involved with the management of the Building or the oversight thereof or, to the extent such persons are providing services at other properties beyond the Project, such persons salaries and all other compensation (including fringe benefits and other direct and indirect personnel costs) shall be equitably allocated to the Project and such other properties; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Project or any part of either, or (C) negotiations of actual or proposed leases, licenses, occupancy agreements, ground leases, renewals of leases or ground leases, contracts of sale or exchange or mortgages; (j) costs of any utilities, amenities, repairs, maintenance, service or increased level of service provided to a tenant of the Building that are not provided or available to Tenant without separate charge (including any overtime premiums to perform such work or services) or which are separately chargeable to individual tenants of the Building including, without limitation, costs of additional insurance premiums for the Building due to any tenant’s (other than Tenant’s) non-traditional office building operations within such tenant’s premises; (k)costs and expenses incurred by Landlord in connection with damage, casualty or condemnation of all or a portion of the Project, together with any other costs that are reimbursed or which, had Landlord (i) maintained the insurance required under this Lease; (ii) timely filed a claim thereunder and with commercially reasonable diligence pursued such claim; or (iii) not been prevented from recovering on such claim by reason of the insurer being insolvent or otherwise financially unable to perform its obligations under such policy, would have been reimbursed out of insurance, warranty or condemnation proceeds, whether or not Landlord shall receive the same or such proceeds are instead paid over to any Mortgagee or ground lessor, or which are reimbursable by Tenant or other tenants other than pursuant to a materially greater extent an expense pass-through clause; (l) costs in the nature of penalties, interest or fines; (m) costs for services, supplies or repairs paid to any related entity in a materially more favorable manner than furnished generally to tenants excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection with leasing of the Building and recording costs, mortgage recording taxes, title insurance premiums, title closer’s gratuity and other occupants; any mitigation or impact fees or subsidies (however characterized)similar costs, imposed or incurred in connection with undertaking any mortgage financing or refinancing or execution, modification or extension of any ground lease; loan prepayment penalties, defeasance payments, premiums, fees or charges; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials (classified as such on the Effective Date) existing in the Premises as of the date hereof; (s) the cost of capital improvements other than those expressly included in Operating Expenses pursuant to Section 7.1.; (t) deductions for depreciation for the Project and depreciation and amortization of capital improvements, except to the extent included in Section 7.1; (u) costs incurred by Landlord for the original development and construction of the Building; attorneys’ (v) any costs actually reimbursed under any service contracts or under the warranty of any general contractor, subcontractor or supplier and realized by Landlord; (w) fees paid by Landlord to the Operator; (x) costs incurred to remedy any Requirement violation(s) existing on the Effective Date; (y) excluding Fitness Center equipment, rental for personal property leased to Landlord except for rent for personal property leased to Landlord the purchase price for which, if purchased, would be includable in Operating Expenses (but Operating Expenses shall only include such rental cost to the extent that, if the personal property were purchased, the purchase price would have been includable in Operating Expenses for an applicable Comparison Year); (z) costs and accounting expenses of administration and management of partnership activities of Landlord; (aa) general corporate overhead and administrative expenses of Landlord or its managing agent that are unrelated to the operation, management, or maintenance of the Project; (bb) costs and expenses attributable to any testing, investigation, management, maintenance, remediation, or removal of Hazardous Materials, other professional fees than any testing or monitoring customarily conducted by owners of Comparable Buildings in the ordinary course of operating and managing the same (except to the extent provided in the Final Project Budget); leasing commissions; management fees any such testing or monitoring is required as a result of any kind except as provided for Landlord’s failure to comply with its obligations under Section 2.28.1 hereof; any (cc) the cost associated with operating an on-or off-site management office for the Buildingof acquiring (but not of maintaining) sculptures, paintings, and other works of art; (dd) charitable or political contributions; tenant improvement work for (ee) costs incurred as a result of Landlord’s breach of its obligations under this Lease; (ff) costs (including costs, such as, but not limited to, attorneys’ fees and disbursements, associated with any tenant other than Tenant; costs court judgment or arbitration award obtained against Landlord) directly resulting from the breach of any alterationsother lease or agreement by Landlord or the gross negligence or willful misconduct of Landlord’s agents or contractors; and/or (gg) compensation paid to clerks, additions, changes, repairs, replacements attendants or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred persons in commercial concessions operated by Landlord due to late payment of expenses; cost of acquiring sculpturesor by the operator thereof (e.g., paintings and other art objectsnewsstands, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etcbut excluding a Building concierge service).). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything The term “Operating Expenses” shall not include the following, to the contrary set forth in extent applicable to this LeaseBuilding: (i) repairs, Tenant shall in no manner be liable for any of the following obligationsrestoration, and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid work occasioned by Tenantfire, and Landlord shall paywindstorm, or cause other casualty or condemnation to be paid, the following: any costs occurred extent covered by Landlord’s breach of any covenants insurance or obligations under this Leasecondemnation proceeds; costs resulting from violation of any environmental (ii) expenses incurred in leasing or Hazardous Materials Laws during construction of the Premises or the cost to purchase environmental insuranceprocuring tenants; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee(iii) leasing commissions; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; (iv) advertising and promotional expenses, financing costs including interest and principal amortization ; (v) legal expenses incident to enforcement by Landlord of debts; costs the terms of any items lease; (vi) depreciation or amortization allowance or expense; (vii) painting or decorating in space to be leased to tenants; (viii) any tenant work performed or alterations of space leased to tenants or occupants of the Building, whether such work or alterations are performed for the initial occupancy by such tenant or occupant or thereafter; (ix) utilities for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building Tenant (other than Tenant as a proportionate share of Operating Expenses); (x) any ground rent; (xi) interest on indebtedness or for which Landlord is entitled any costs of financing or refinancing the Building; (xii) except as set forth in subsection (xxviii) below, compensation paid to full reimbursement from any all employees of Landlord; (xiii) overtime HVAC costs or electricity costs if charged separately to other tenant; charges for electricity, water tenants or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or incurred in connection with undertaking the construction occupants of the Building; attorneys’ fees and accounting and other professional fees (except xiv) cost of any special service provided to a tenant or occupant of the Building which is not provided generally to all tenants of the Building; (xv) any cost representing an amount paid for services or materials to a person, firm, or entity related to Landlord to the extent provided in such amount exceeds the Final Project Budget)amount that would be paid for such services or materials at the then-existing market rates to an unrelated person, firm, or entity; leasing commissions(xvi) acquisition of art work; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a(xvii) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.). In no event shall Landlord recover any item of cost more than once.penalties;

Excluded Expenses. Notwithstanding anything (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and interest; (d) leasing commissions; (e) the cost of tenant installations and decorations incurred in connection with preparing space for any Building tenant, including work letters and concessions; (f) rental payments made under any ground lease, except to the contrary set forth extent such rental payments represent Taxes or the provision of goods and/or services that, if provided by Landlord, would be includable in this LeaseOperating Expenses; (g) management fees to the extent in excess of 3% of the gross rentals and other revenues collected for the Real Property; (h) wages, Tenant shall in no manner be liable salaries and benefits paid to or taxes paid for any of persons not directly involved with the following obligations, and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Lease; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction management of the Building and/or Premisesor the oversight thereof; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any costs incurred because part of Landlord’s negligenceeither, or (C) negotiations of leases, contracts of sale or mortgages; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; (j) costs of any items for which Landlord is utilities, amenities, service or is entitled increased level of service provided to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any a tenant of the Building other than that are not provided or available to Tenant (including any overtime premiums to perform such work or services); (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on pursuant to an extra cost basis after regular business hoursexpense escalation clause; cost of any work or service performed on an extra cost basis for any tenant (l) costs in the Building nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other than costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost or on a materially greater extent subsidized basis consistent with other users; (q) any costs or in a materially more favorable manner than furnished generally expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to tenants and other occupantstimely pay Operating Expenses or Taxes; any mitigation or impact fees or subsidies (however characterized), imposed or r) costs incurred in connection with undertaking the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials (classified as such on the Effective Date) existing in the Premises as of the date hereof; (s) the cost of capital improvements other than those expressly included in Operating Expenses pursuant to Section 7.1; (t) depreciation and amortization of capital improvements, except to the extent included in Section 7.1; (u) costs incurred by Landlord for the original development and construction of the Building; attorneys’ (v) any costs actually reimbursed under any service contracts or under the warranty of any general contractor, subcontractor or supplier and realized by Landlord; and (w) fees and accounting and other professional fees (except paid by Landlord to the extent provided in the Final Project Budget); leasing commissions; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etcOperator.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing space for any Building tenant, including workletters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees to the construction extent in excess of the greater of (A) 3% of the gross rentals and other revenues collected for the Real Property and (B) fees charged by Landlord or related entities for the management by any of them of other first class properties in the area of the Building; attorneys’ fees (h) wages, salaries and benefits paid to any persons above the grade of Building Manager and their immediate supervisor; (i) costs associated with the formation and organization of the business of the entity which constitutes Landlord including legal and accounting and fees relating to (A) disputes with tenants, prospective tenants or other professional fees occupants of the Building, (except B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the extent Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the Final Project Budget)nature of penalties or fines; leasing commissions(m) costs for services, supplies or repairs (other than management fees) paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; management fees (n) allowances, concessions or other costs and expenses of improving or decorating any kind except as provided for under Section 2.2; any cost associated with operating an on-demised or off-site management office for demisable space in the Building; charitable (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; (p) any costs or political contributionsexpenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; tenant improvement work for (q) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any tenant other Hazardous Materials (classified as such on the Effective Date) existing in the Premises as of the date hereof; (r) the cost of capital improvements other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is those expressly allowed to recover such costs included in Operating Expenses pursuant to Section 7.1(a7.1; (s) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except costs relating to the extent requested by Tenantrepair, maintenance and operation of the Garage; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etct) costs incurred in connection with upgrading the Building to comply with Requirements adopted or enacted and applicable to the Building prior to the Commencement Date.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing space for any Building tenant, including workletters and concessions; (f) ground rent, if any; (g) management fees equal to the construction greater of (A) 3% of the gross rentals collected for the Building and (B) fees charged by Landlord or related entities for the management by any of them of other first class properties; (h) wages, salaries and benefits paid to any persons above the grade of Building Manager; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a "rent inclusion" basis which are not provided to Tenant on such basis; (k) costs 70 that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (1) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an "arm's length" or unrelated situation; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; attorneys’ fees (p) the costs of installing, operating and accounting maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord's failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other professional fees (except to the extent provided treatment of asbestos or any other Hazardous Materials existing in the Final Project Budget); leasing commissions; management fees Premises as of any kind except as provided for under Section 2.2; any the date hereof, and (s) the cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant of capital improvements other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is those expressly allowed to recover such costs included in Operating Expenses pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment 8.1 of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etcthis Lease.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease(a) Taxes; (b) sales, Tenant shall in no manner be liable franchise or income taxes imposed upon Landlord (including those for any of the following obligations, and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Lease; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or incurred in connection with undertaking the construction of the Building; attorneys’ fees and accounting and other professional fees (except to the extent provided in the Final Project Budgetparking concessions); leasing commissions; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses(c) mortgage amortization and interest, except to the extent the same may be included in Operating Expenses pursuant to the terms of Section 7.1(e), above, or any other costs or fees related to Landlord’s financing of the Building or Real Property; (d) leasing commissions; (e) the cost of tenant installations and decorations incurred in connection with preparing space for any Building tenant, including work letters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees to the extent in excess of three percent (3%) of the gross receipts collected for the Real Property; (h) wages, salaries and benefits paid to any persons above the grade of property manager or chief engineer and their immediate supervisor; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, provided that Landlord shall use good faith efforts to collect any such reimbursable costs, or which are reimbursed by Tenant or other tenants other than pursuant to an expense escalation clause or which arise during the contractual warranty period from construction defects in the base, shell and core of the Building or improvements installed by Landlord; (l) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) advertising and promotional expenses in connection with leasing of the Building or any other property of Landlord, including costs of any “tenant relations” parties or events; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted and has elected to make use of such facility without additional cost (other than payments for key deposits, use of towels, or other incidental items) or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; (r) costs incurred to comply with applicable Requirements relating to any Hazardous Materials which were in existence in the Building or on the Real Property prior to the date of this Lease, and were of such a nature that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Materials, in the state, and under the conditions that it then existed in the Building or on the Real Property, would have then required the removal of such Hazardous Materials or other remedial or containment action with respect thereto (the “Pre-Existing Hazardous Materials”); (s) costs incurred to remove, remedy, contain, or treat Hazardous Materials, which Hazardous Materials are brought or released into the Building or onto the Real Property after the date of this Lease by Landlord, any other tenant of the Building or any third party and is of such a nature, at that time, that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Materials, in the state, and under the conditions, that it then existed in the Building or on the Real Property, would have then required the removal of such Hazardous Materials or other remedial or containment action with respect thereto; (t) Capital Costs other than those expressly allowed to recover such costs included in Operating Expenses pursuant to Section 7.1(a7.1; (u) hereofrentals and other related expenses for leasing a heating, ventilation and air conditioning system, elevators, or other items (except when needed for a temporary period, in connection with normal repairs and maintenance of the Building) which if purchased, rather than rented, would constitute a Capital Cost not included in Operating Expenses pursuant to Section 7.1 of this Lease; late fees (v) expenses in connection with services or charges other benefits which are not offered to Tenant or for which Tenant is charged for directly but which are provided to another tenant or occupant of the Building, without charge; (w) costs incurred by Landlord due to late payment the violation by Landlord or any tenant of expensesthe terms and conditions of any lease of space in the Building; cost (x) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or by others (y) any bad debt loss, rent loss, or reserves for bad debts or rent loss or any reserves of acquiring any kind, (z) costs arising from charitable contributions made by Landlord on behalf of tenants of the Building in excess of Five Thousand Dollars ($5,000) per calendar year (subject to CPI Adjustment), political contributions or dues to professional or lobbying associations (other than Building Owners and Managers Association); (aa) costs associated with the acquisition and/or rental of sculptures, paintings and other art objectsobjects of art; (bb) costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Building (which shall specifically include, but not be limited to, accounting costs associated with the operation of the Building); it being understood that costs associated with the operation of the business of the partnership or entity which constitutes the Landlord include costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee or tenant (except to as the extent requested by Tenant; and taxes on actions of the Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s business interest in the Building or the Real Property, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants, and Landlord’s general corporate overhead and general and administrative expenses, (cc) expenses incurred by Landlord for use of any portions of the Building to accommodate events including, but not limited to shows, promotions, kiosks, displays, filming, photography, private events or parties, ceremonies, and advertising beyond the normal expenses otherwise attributable to providing Building services, such as incomelighting and HVAC to such public portions of the Building in normal Building operations during standard Building hours of operation; (dd) entertainment and travel expenses incurred by Landlord, its employees, agents, partners and affiliates, other than local travel expenses incurred directly in connection with the operation, maintenance or repair of the Building or the Real Property; (ee) any costs and fees, dues, contributions or similar expenses for industry association or organizations in which officer or employees of Landlord and its agent are members of, excluding BOMA; (ff) any costs incurred in connection with the subdivision of the Property, (gg) costs (including attorneys’ fees and costs of settlements, judgements and payments in lieu thereof) arising from claims, disputes or potential disputes pertaining to Landlord, the Building and/or the Property, (hh) deductible amounts under earthquake insurance policies in excess profitsof $1.50 per rentable square foot of the Building per calendar year, franchise(ii) any costs associated with the Associated Parking Facility, capital stock, estate, inheritance, etcand (jj) any insurance premium allocable to any tenant improvement in the Building.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Lease; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or incurred in connection with undertaking the construction of the Building; attorneys’ fees and accounting and other professional fees (except to the extent provided in the Final Project Budget); leasing commissions; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expensesinterest, except to the extent the same may be included in Operating Expenses pursuant to the terms of Section 7.1(e), above; (d) leasing commissions; (e) the cost of tenant installations and decorations incurred in connection with preparing space for any Building tenant, including work letters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees to the extent in excess of the greater of (A) three percent (3%) of the gross receipts collected for the Real Property, and (B) fees charged for the management of a majority of the other Comparable Buildings; (h) wages, salaries and benefits paid to any persons above the grade of property manager or chief engineer (or employees with equivalent responsibilities regardless of job title) and their immediate supervisor; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that Landlord are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursed by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) except with respect to management fees (which are subject to (g) above), costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) advertising and promotional expenses in connection with leasing of the Building; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost (other than payments for key deposits, use of towels, or other incidental items) or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; (r) costs incurred to comply with applicable Requirements relating to any Hazardous Materials which were in existence in the Building or on the Real Property prior to the Commencement Date, and were of such a nature that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Materials, in the state, and under the conditions that it then existed in the Building or on the Real Property, would have then required the removal of such Hazardous Materials or other remedial or containment action with respect thereto (the “Pre-Existing Hazardous Materials”); (s) costs incurred to remove, remedy, contain, or treat Hazardous Materials, which Hazardous Materials are brought into the Building or onto the Real Property after the date of this Lease by Landlord, any other tenant of the Building or any third party and is of such a nature, at that time, that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Materials, in the state, and under the conditions, that it then existed in the Building or on the Real Property, would have then required the removal of such Hazardous Materials or other remedial or containment action with respect thereto; (t) Capital Costs other than those expressly allowed to recover such costs included in Operating Expenses pursuant to Section 7.1(a7.1; and (u) hereof; late fees costs of replacements, alterations or charges incurred by Landlord due improvements necessary to late payment of expenses; cost of acquiring sculptures, paintings make the Building comply with applicable Requirements in effect and other art objectsapplicable to the Building prior to the Commencement Date, except to the extent requested the need for such replacements, alterations or improvements is caused by Tenant; and taxes on Landlord’s business Tenant Parties (in which case Tenant shall nonetheless be responsible for such as incomecosts in accordance with Section 8.1(a) of this Lease), excess profitsprovided, franchisehowever, capital stockthat the provisions of this sub-item (u) shall not preclude the inclusion of costs of compliance with applicable Requirements enacted prior to the date of this Lease if such compliance is required for the first time by reason of any amendment, estate, inheritance, etcmodification or reinterpretation of an applicable Requirement which is imposed after the date of this Lease.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and interest; (d) leasing commissions; (e) the contrary set forth cost of tenant installations and decorations incurred in this Lease, Tenant shall in no manner be liable connection with preparing space for any Building tenant, including workletters and concessions; (f) ground rent, if any; (g) management fees in excess of 3% of the following obligationsgross rentals collected for the Building; (h) wages, salaries and benefits paid to any persons above the grade of Building Manager; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a "rent-inclusion" basis which are not provided to Tenant on such shall not basis and electricity provided to other tenants of the building at no charge during the initial construction of their premises; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an "arm's length" or unrelated situation; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building, (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord's failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials existing in the Premises as of the date hereof if the removal, encapsulation or other treatment of such asbestos or Hazardous Material is required as of the date hereof; (s) the cost of capital improvements other than those expressly included in any calculation Operating Expenses pursuant to Section 8.1 of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Lease; (t) the costs of repairs made by Landlord resulting from violation damage, structural or non-structural, due to the negligence of Landlord or its agents, servants or employees; (w) depreciation or amortization of the Building; (v) Rent and Additional Rent paid by Landlord for its office space in the Building or elsewhere and incidental expenses relating to such office space; (w) damages paid by Landlord and the costs of litigation in connection with actions by tenants against Landlord for Landlord's negligence or claimed breaches by it of its contractual obligations with such tenants; (x) to the extent that any employee of Landlord performs work or services other than for the Building, the reasonably allocable portion of the compensation of such employee with respect to work not performed in connection with the Building; (y) rental concession and lease buy-outs; (z) expenses (including attorney's fee and overtime) incurred in curing Landlord's defaults under, or performing work resulting from violations by Landlord of, the terms of any environmental lease for space in the Building; (aa) costs incurred by Landlord related to an actual or Hazardous Materials Laws during construction proposed sale of the Premises or the cost to purchase environmental insuranceBuilding; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay (bb) costs incurred as a result of a failure to comply Landlord's compliance with laws, ordinances or municipal codes the Americans with Disabilities Act of 1990 as such law is interpreted and the like during acquisition applied as of the Land and construction date hereof other than an existing Requirement which Landlord was not required to satisfy as of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or incurred in connection with undertaking the construction of the Building; attorneys’ fees and accounting and other professional fees (except to the extent provided in the Final Project Budget); leasing commissions; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) date hereof; late fees or charges and (cc) the costs incurred by Landlord due to late payment purchase artwork located in or about the Building. GOVERNMENTAL AUTHORITY (AUTHORITIES): The United States of expenses; cost America, the State and City of acquiring sculpturesNew York, paintings any political subdivision and other art objectsany agency, except to department, commission, board, bureau or instrumentality of any of the extent requested by Tenant; foregoing, now existing or hereafter created, having jurisdiction over the Real Property or any portion thereof or the curbs, sidewalks, and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etcareas adjacent thereto.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing space for any Building tenant, including work letters and concessions; (f) rental payments made under any ground lease, (g) management fees to the construction extent in excess of 3% of the gross rentals and other revenues collected for the Real Property (plus reimbursable expenses payable in connection with property management services); (h) wages, salaries and benefits paid to any persons not directly involved with the management of the Building or the oversight thereof; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a "rent-inclusion" basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an "arm's length" or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; attorneys’ fees (p) the costs of installing, operating and accounting maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost (other than payments for key deposits, use of towels, or other incidental items) or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord's failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other professional fees treatment of asbestos or any other Hazardous Materials (except to classified as such on the extent provided Effective Date) existing in the Final Project Budget); leasing commissions; management fees Premises in violation of any kind except applicable Requirements as provided for under Section 2.2; any of the date hereof, and (s) the cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant of capital improvements other than Tenantthose expressly included in Operating Expenses pursuant to Section 7.1.; costs (t) depreciation and amortization of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expensesimprovements, except to the extent that Landlord is expressly allowed to recover such costs pursuant to included in Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant7.1; and taxes on (u) any costs actually reimbursed under any service contracts or under the warranty of any general contractor, subcontractor or supplier and realized by Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing leasable space for any Building tenant; (f) fixed rent under Superior Leases, if any; (g) charitable and political contributions; (h) wages, salaries and benefits paid to any persons above the construction grade of manager of the Building and Real Property and their immediate supervisor; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building, the Building or the Real Property or any part of either, (c) disputes with Landlord’s employees or Landlord’s Building or Real Property manager, or (D) negotiations of leases, contracts of sale or mortgages; attorneys’ fees (j) costs of services provided to other tenants of the Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursed by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any Landlord related entity materially in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and accounting expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising, marketing, and promotional expenses in connection with leasing, selling or financing the Building, and other professional fees costs of selling or financing the Building; (except p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the extent provided removal, encapsulation or other treatment of asbestos or any other Hazardous Materials (classified as such on the Effective Date) existing in the Final Project Budget)Premises as of the date hereof; leasing commissions(s) the cost of capital improvements other than those expressly included in Operating Expenses pursuant to Section 7.1.; management fees of any kind (t) depreciation, amortization and interest payments, except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for under Section 2.2with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as reasonably determined by Landlord; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; (u) costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment the violation by Landlord or any tenant of expenses; cost the terms and conditions of acquiring sculptures, paintings and other art objects, any lease of space in the Building except to the extent requested such costs reflect costs that would have been reasonably included in Operating Expenses absent such violation; (v) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Building to the extent the same materially exceeds the costs of such goods and/or services rendered by Tenantunaffiliated third parties on a competitive basis (taking into account the market factors in effect on the date any relevant contracts were negotiated); (w) Landlord’s general corporate overhead and general and administrative expenses, as distinguished from the costs of the management, operation, maintenance and repair of the Real Property; (x) rentals and other related expenses incurred in leasing HVAC systems, elevators or other equipment ordinarily considered to be capital items, except for (1) expenses in connection with making minor repairs on or keeping Building systems in operation while minor repairs are being made, and (2) costs of equipment not affixed to the Building which is used in providing janitorial or similar services; and taxes on Landlord’s (y) costs associated with the operation of the business (such of the partnership or entity which constitutes Landlord as incomethe same are distinguished from the costs of management, excess profitsoperation, franchise, capital stock, estate, inheritance, etcrepair and maintenance of the Real Property.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and interest and related fees and costs in connection with financing or refinancing the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this LeaseBuilding; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing space for any Building tenant, including workletters and concessions; (f) ground rent, if any; (g) wages, salaries and benefits paid to any persons above the construction level of the immediate supervisor of the Building Manager and excluding the wages, salaries and benefits of such supervisor to the extent such supervisor provides services to buildings other than the Building; (h) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (i) costs of services provided to other tenants of the Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (j) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (k) costs in the nature of penalties or fines; (l) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation; (m) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (n) advertising and promotional expenses in connection with leasing of the Building; attorneys’ fees (o) the costs of installing, operating and accounting maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of any such facility without additional cost or on a subsidized basis consistent with other users; (p) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; (q) costs incurred in connection with the removal, encapsulation or other professional fees (except to the extent provided treatment of asbestos or any other Hazardous Materials existing in the Final Project Budget)Premises as of the date hereof; leasing commissions; management fees (r) the cost of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant capital improvements other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is those expressly allowed to recover such costs included in Operating Expenses pursuant to Section 7.1(a8.1 of this Lease; (s) hereofcosts of acquiring ownership of or leasing on a long term basis works of art other than the cost of replacing existing art with art of comparable quality, maintaining, insuring and providing security for art and installing and removing art; late fees (t) the cost of maintaining, organizing or charges incurred by Landlord due to late payment of reorganizing the entity that is Landlord; (u) Landlord’s overhead and general corporate and general administrative expenses; (v) costs incurred with respect to a sale or transfer of all or any portion of the Building or any interest therein or any person or entity of whatever tier owning an interest therein; (w) the cost of acquiring sculptures, paintings electrical energy furnished directly to Tenant and other art objectstenants of the Building and to tenantable areas of the Building for purposes other than the operation of Building equipment and machinery and the lighting of public toilets, except stairways, shaftways, and Building machinery or fan rooms; (x) any fee or expenditure paid (i) to any Person which shall Control, be under the Control of, or be under common Control with Landlord, or in which Landlord directly or indirectly owns not less than a fifty (50%) percent interest or (ii) to any shareholder owning at least fifty (50%) percent of the common stock, any general partner, any officer above the rank of vice president, or member of any Board of Directors of Landlord or of any Person described in this clause (x) or (iii) to any person who is a relative by blood (to the extent requested by Tenantfirst degree of consanguinity, lineal or lateral) or marriage of any such persons, in each case in excess of the amount which would be paid in the absence of such relationship; (y) all charitable contributions and political contributions and all dues to professional and lobbying associations (except those for REBNY and BOMA and any successor organizations thereto); (z) any bad debt loss, rent loss, or reserves for bad debt or rent loss; (aa) costs of entertainment; and taxes on Landlord’s business (such as incomebb) the cost of any judgment, excess profitssettlement, franchise, capital stock, estate, inheritance, etcor arbitration award resulting from any liability of Landlord which is the result of negligence or willful misconduct.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and interest; (d) leasing commissions; (e) the cost of tenant installations and decorations incurred in connection with preparing space for any Building tenant, including workletters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees equal to the contrary set forth in this Lease, Tenant shall in no manner be liable greater of (A) 3% of the gross rentals collected for the Building and (B) fees charged by Landlord or related entities for the management by any of them of other first class properties in the following obligationsarea of the Building; (h) wages, salaries and such shall not be included in benefits paid to any calculation persons above the grade of Minimum RentBuilding Manager and their immediate supervisor; (i) legal and accounting fees relating to (A) disputes with tenants, nor shall such be an Imposition prospective tenants or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Lease; costs resulting from violation of any environmental or Hazardous Materials Laws during construction occupants of the Premises Building, (B) disputes with purchasers, prospective purchasers, mortgagees or the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction prospective mortgagees of the Building and/or Premisesor the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; any (j) costs incurred because of Landlord’s negligenceservices provided to other tenants of the Building on a "rent-inclusion" basis which are not provided to Tenant on such basis; any fees and expenses (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to affiliates of Landlord any related entity in excess of market ratescosts that would be payable in an "arm's length" or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses, financing costs including interest and principal amortization expenses in connection with leasing of debtsthe Building; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord's failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials (classified as such on the Effective Date) existing in the Premises as of the date hereof, (s) the cost of capital improvements other than those expressly included in Operating Expenses pursuant to Section 7.1; (t) bad debt expenses and interest, principal, points and fees on debts or amortization on any mortgage or other debt instrument encumbering the Building or the Land; (u) rentals for items which if purchased, rather than rented, would constitute a capital cost not includable within Operating Expense but excluding small tools, Building management office equipment and equipment rented on a temporary basis while performing repairs at the Building; (v) depreciation, amortization and interest payments, except on equipment, materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party's services, all as determined in accordance with generally accepted accounting principles, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (w) costs, including permit, license and inspection costs, incurred with respect to the installation of tenants; or other occupants' improvements or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; (x) all items and services for which Tenant directly reimburses Landlord is or is entitled pays third persons for such services which are otherwise not offered by Landlord to be paid all tenants of the Building or reimbursed which Landlord provides selectively to one or more tenants of the Building which are not customary for normal office use; (y) costs incurred by insurance; increased insurance Landlord due to the violation by Landlord or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities terms and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost conditions of any HVAC, janitorial or other services provided lease of space in the Building; (z) salaries and/or benefits attributable to tenants other than Tenant on an extra cost basis after regular business hoursBuilding property management personnel above the level of the Building's manager's supervisor; cost of any work or service performed on an extra cost basis (aa) rent for any tenant in office space occupied by Building management personnel to the Building other than Tenant to a materially greater extent the size or in a materially more favorable manner than furnished generally to tenants rental rate for such office space exceeds the size or fair market rental value of office space occupied by management personnel of Comparable Buildings; (ab) Landlord's general corporate overhead and other occupants; any mitigation or impact fees or subsidies (however characterized)general and administrative expenses as distinguished from the costs of the management, imposed or incurred in connection with undertaking the construction operation, maintenance and repair of the Building; attorneys’ fees and accounting and (ac) any compensation paid to clerks, attendants or other professional fees persons in commercial concessions operated by Landlord; (except to ad) costs arising from the extent provided in the Final Project Budget)negligence or willful misconduct of Landlord or Landlord's Agent or their respective agents, employees, contractors or providers of materials or services; leasing commissions; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; (ae) costs arising from Landlord's charitable or political contributions; tenant improvement work (af) costs for any tenant the acquisition of sculpture, paintings or other than Tenantobjects of art provided that Operating Expenses shall include the cost of maintaining, insuring and securing such items in the Common Areas only; and (ag) costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building, including certain accounting and legal matters, costs of defending any alterationslawsuits with any mortgagee (except as the actions of Tenant may be in issue), additionscosts of selling, changessyndicating, repairsfinancing, replacements mortgaging or other items whichhypothecating any of Landlord's interest in the Building, under generally accepted accounting principlescosts incurred in connection with any disputes between Landlord and its employees, are properly classified as capital expensesbetween Landlord and Building management, except to the extent that or between Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etctenants or occupants.). In no event shall Landlord recover any item of cost more than once.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Lease; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or incurred in connection with undertaking the construction of the Building; attorneys’ fees and accounting and other professional fees (except to the extent provided in the Final Project Budget); leasing commissions; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office for the Building; charitable or political contributions; tenant improvement work for any tenant other than Tenant; costs of any alterations, additions, changes, repairs, replacements or other items which, under generally accepted accounting principles, are properly classified as capital expensesinterest, except to the extent the same may be included in Operating Expenses pursuant to the terms of Section 7.1(e) of this Lease; (d) leasing commissions; (e) the cost of tenant installations and decorations incurred in connection with preparing space for any Building tenant, including work letters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees to the extent in excess of the greater of (A) three and one-half percent (3.5%) of the gross rentals and other revenues collected for the Project, and (B) fees charged by Landlord or related entities for the management by any of them of other first class properties in the area of the Building; (h) wages, salaries and benefits paid to any persons above the grade of property manager or chief engineer (or employees with equivalent responsibilities regardless of job title) and their respective immediate supervisors; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Project or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a "rent-inclusion" basis which are not provided to Tenant on such basis; (k) costs that Landlord are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursed by Tenant or other tenants other than pursuant to an expense escalation clause; (l) costs in the nature of penalties or fines; (m) except with respect to management fees (which are subject to (g) above),costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an "arm's length" or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) advertising and promotional expenses in connection with leasing of the Building; (p) the costs of installing, operating and maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost (other than payments for key deposits, use of towels or other incidental items) or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord's failure to timely pay Operating Expenses or Taxes; (r) costs incurred to comply with applicable Requirements relating to any Hazardous Materials which were in existence in the Building or on the Project prior to the date of this Lease, and were of such a nature that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Materials, in the state, and under the conditions that it then existed in the Building or on the Project, would have then required the removal of such Hazardous Materials or other remedial or containment action with respect thereto (the “Pre-Existing Hazardous Materials”); (s) costs incurred to remove, remedy, contain, or treat Hazardous Materials, which Hazardous Materials are brought into the Building or onto the Project after the date of this Lease by Landlord, any other tenant of the Building or any third party and is of such a nature, at that time, that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Materials, in the state, and under the conditions, that it then existed in the Building or on the Project, would have then required the removal of such Hazardous Materials or other remedial or containment action with respect thereto; (t) the cost of capital improvements other than those expressly allowed to recover such costs included in Operating Expenses pursuant to Section 7.1(a7.1; (u) hereof; late fees interest, fines or charges incurred by Landlord due to penalties for late payment or violations of expenses; cost applicable Requirements by Landlord, and (v) costs of acquiring sculpturesreplacements, paintings alterations or improvements necessary to make the Building or the Project comply with applicable Requirement in effect and other art objectsapplicable to the Building and/or the Project prior to the date of this Lease, except to the extent requested the need for such replacements, alterations or improvements is caused by Tenant; and taxes on Landlord’s business Tenant Parties (in which case Tenant shall nonetheless be responsible for such as incomecosts in accordance with Article 8 of this Lease), excess profitsprovided, franchisehowever, capital stockthat the provisions of this sub-item (v) shall not preclude the inclusion of costs of compliance with applicable Requirements enacted prior to the date of this Lease if such compliance is required for the first time by reason of any amendment, estatemodification or reinterpretation of an applicable Requirement which is imposed after the date of this Lease. 789956.06/WLA 377061-00006/sb/sb EXHIBIT B -1- Arboretum Courtyard [Catasys, inheritance, etc.). In no event shall Landlord recover any item of cost more than once.Inc.]

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing space for any Building tenant, including permits, inspections, allowances, Work Letters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees to the construction extent in excess of 3% of the gross rentals and other revenues collected for the Real Property; (h) wages, salaries and benefits paid to any persons above the grade of Building Manager and their immediate supervisor (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant (including, without limitation, Tenant’s Excess Electrical Usage) or other tenants other than pursuant to an expense escalation clause; (1) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; attorneys’ fees (p) the costs of installing, operating and accounting maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; I costs incurred in connection with the testing, surveying, containing, removal, encapsulation or other professional fees treatment of asbestos or any other Hazardous Materials (classified as such on the Effective Date) existing in the Premises as of the date hereof, (s) the cost of capital improvements other than those expressly included in Operating Expenses pursuant to Section 7.1, (t) mortgage payments or other financing costs; (u) depreciation (except as to the extent provided tools and equipment used exclusively in the Final Project Budgetmaintenance of the Building); leasing commissions; management fees (v) Landlord’s general corporate overhead and general and administrative expenses related to personnel above the level of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office the immediate supervisor of the property manager for the Building; (w) advertising and promotional expenditures; (x) charitable or political contributions; tenant improvement work (y) reserves for expenses beyond current year anticipated expenses; (z) any tenant other than Tenantcompensation paid or costs incurred in connection with commercial concessions operated by Landlord; (aa) costs incurred in connection with the sale or transfer of any alterationsthe Real Property, additionsincluding, changeswithout limitation, repairstransfer taxes, recording fees, title insurance premiums, appraisal costs and escrow fees; (bb) expenses for replacements arising from the initial defective or other items which, under generally accepted accounting principles, improper construction of the Building regardless of whether such expenses are properly classified as capital expenses, reimbursed to Landlord by virtue of warranties from contractors or suppliers; (cc) except to the extent that Landlord is expressly allowed to recover such of any cost savings, costs pursuant to Section 7.1(a) hereof; late fees and expenses paid or charges incurred by Landlord to convert, modify or replace HVAC components in the Building using chlorofluorocarbons to alternative refrigerant technology; (dd) costs of reconstruction or repair of the Building pursuant to Article 11 or Article 12 of this Lease; (ee) costs of electrical power for which any tenant directly contracts with the applicable utility provider; (ff) costs or expenses due to late payment Landlord’s negligence or willful misconduct, or Landlords failure to comply with the terms of expensesthis Lease; cost and (gg) costs incurred in connection with a sale or other change in ownership of acquiring sculpturesthe Building, paintings including without limitation, brokerage commissions, attorneys’ and other art objectsaccountants’ fees, except closing costs, title insurance premiums and transfer taxes. Landlord shall equitably prorate all Operating Expenses and Taxes (if any) which relate both to the extent requested Building and any other property owned by Tenant; and taxes on Landlord or an affiliate of Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.). In no event shall Landlord recover bxxx tenants of the Building in the aggregate for more than 100% of the cost actually incurred by Landlord for any item of Operating Expense. The foregoing schedule of exclusions is intended to function solely as an exclusionary listing and shall not be interpreted to permit or authorize any cost more than onceor expense which would not otherwise be considered to be an Operating Expense.

Excluded Expenses. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall in no manner be liable for any of the following obligations, (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c) mortgage amortization and such shall not be included in any calculation of Minimum Rent, nor shall such be an Imposition or other Additional Charge to be paid by Tenant, and Landlord shall pay, or cause to be paid, the following: any costs occurred by Landlord’s breach of any covenants or obligations under this Leaseinterest; costs resulting from violation of any environmental or Hazardous Materials Laws during construction of the Premises or (d) leasing commissions; (e) the cost to purchase environmental insurance; any expenses for overhead, office costs, staff salary, benefits or other compensation of any Landlord or affiliated entity or employee; any fines Landlord must pay as a result of a failure to comply with laws, ordinances or municipal codes tenant installations and the like during acquisition of the Land and construction of the Building and/or Premises; any costs incurred because of Landlord’s negligence; any fees and expenses paid to affiliates of Landlord in excess of market rates; advertising and promotional expenses, financing costs including interest and principal amortization of debts; costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant or for which Landlord is entitled to full reimbursement from any other tenant; charges for electricity, water or other utilities and applicable taxes for which Landlord is entitled to full reimbursement from any other tenant; cost of any HVAC, janitorial or other services provided to tenants other than Tenant on an extra cost basis after regular business hours; cost of any work or service performed on an extra cost basis for any tenant in the Building other than Tenant to a materially greater extent or in a materially more favorable manner than furnished generally to tenants and other occupants; any mitigation or impact fees or subsidies (however characterized), imposed or decorations incurred in connection with undertaking preparing space for any Building tenant, including workletters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees to the construction extent such fees are in excess of 3% of the gross rentals and other revenues collected for the Real Property; (h) wages, salaries and benefits paid to any persons above the grade of Building Manager and their immediate supervisor; (i) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; ()) costs in the nature of penalties or fines; (m) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs; (n) allowances, concessions or other costs and expenses of improving or decorating any demised or demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection with leasing of the Building; attorneys’ fees (p) the costs of installing, operating and accounting maintaining a specialty improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club unless Tenant is permitted to make use of such facility without additional cost or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; (r) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials (classified as such on the Effective Date), provided that costs related to Hazardous Materials incurred by Landlord in the ordinary course of operating of the Building, such as the cost to dispose of batteries and diesel fuel, shall be included in Expenses; (s) the cost of capital improvements other than those expressly included in Operating Expenses pursuant to Section 7.1; (t) all costs relating to the repair, maintenance and operation of any garage serving the Building; (u) depreciation or reserves; (v) cost of any special electrical, heating, ventilation or air conditioning or any other service provided to any tenant that exceeds normal building standards or is required during times other than normal business hours, whether or not Landlord is reimbursed by such tenant; (w) salaries, fringe benefits and other professional fees (except costs of personnel, to the extent provided in such personnel do not work full-time at the Final Project Budget)Building, unless such costs are equitably apportioned; leasing commissions; management fees of any kind except as provided for under Section 2.2; any cost associated with operating an on-or off-site management office and (x) costs for the Building; charitable acquisition or political contributions; tenant improvement work for any tenant other than Tenant; costs leasing of any alterationssculpture, additions, changes, repairs, replacements paintings or other items which, under generally accepted accounting principles, are properly classified as capital expenses, except to the extent that Landlord is expressly allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or charges incurred by Landlord due to late payment objects of expenses; cost of acquiring sculptures, paintings and other art objects, except to the extent requested by Tenant; and taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etcart.). In no event shall Landlord recover any item of cost more than once.